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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Journey Medical Corporation | NASDAQ:DERM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.05 | -0.91% | 5.46 | 4.74 | 5.75 | 5.64 | 5.32 | 5.49 | 30,840 | 05:00:06 |
|
Douglas N. Cogen, Esq.
David K. Michaels, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, CA 94104
(415) 875-2300
|
Andrew L. Guggenhime
Chief Financial Officer
Dermira, Inc.
275 Middlefield Road, Suite 150
Menlo Park, CA 94025
(650) 421-7200
|
☐
|
Check the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
•
|
Premiums paid in the 11 selected therapeutics-focused biopharma transactions described below, involving all cash consideration announced since 2016 with transaction values between $500.0 million and $2.0 billion involving U.S. publicly traded companieswhich ranged from (1) 20% to 159% (with a median of 59% and a mean of 61%) above the unaffected share price of the applicable target company on the last trading day prior to announcement of the transaction or prior to media reports of a potential transaction, as applicable; and (2) 31% to 139% (with a median of 66% and a mean of 68%) above the unaffected share price of the applicable target company 30 days prior to announcement of the transaction or prior to media reports of a potential transaction, as applicable. Citi and SVB Leerink applied a range of one-day unaffected premiums of 37% to 70%, representing the 25th and 75th percentiles of the one-day unaffected premium sample, respectively, to the closing price of the Shares on January 9, 2020 to derive a range of implied equity values of approximately $25.09 to $31.25 per Share, taking into account an assumed net debt position provided by Dermira of approximately $63.2 million as of December 31, 2019. Citi and SVB Leerink also applied a range of 30-day unaffected premiums of 44% to 82%, representing the 25th and 75th percentiles of the 30-day unaffected premium sample, respectively, to the closing price of the Shares on December 11, 2019 to derive a range of implied equity values of approximately $14.43 to $18.22 per Share, taking into account an assumed net debt position provided by Dermira of approximately $63.2 million as of December 31, 2019;
|
•
|
one-year forward stock price targets for the Shares as reflected in seven publicly available Wall Street research analysts’ reports published within the 90 days prior to January 9, 2020, which indicated a target stock price range (discounted to present value utilizing a midpoint cost of equity of 11.7%) of approximately $13.43 to $25.97 per Share; and
|
•
|
historical trading prices of the Shares during the 52-week period ended January 9, 2020, which reflected low to high closing prices for the Shares during such period of $5.31 to $18.34 per Share.
|
Date
Announced
|
|
Target
|
|
Acquiror
|
|
Transaction
Value
(in millions)
|
||
March 4, 2019
|
|
Nightstar Therapeutics plc
|
|
Biogen Inc.
|
|
$
|
757
|
|
October 18, 2018
|
|
Endocyte, Inc.
|
|
Novartis AG
|
|
1,748
|
|
|
May 10, 2018
|
|
ARMO BioSciences, Inc.
|
|
Eli Lilly and Company
|
|
1,458
|
|
|
December 26, 2017
|
|
Sucampo Pharmaceuticals, Inc.
|
|
Mallinckrodt public limited company
|
|
1,099
|
|
|
December 22, 2017
|
|
Ignyta, Inc.
|
|
Roche Holding AG
|
|
1,782
|
|
|
January 18, 2017
|
|
CoLucid Pharmaceuticals, Inc.
|
|
Eli Lilly and Company
|
|
849
|
|
|
September 14, 2016
|
|
Vitae Pharmaceuticals, Inc.
|
|
Allergan plc
|
|
552
|
|
|
September 12, 2016
|
|
Raptor Pharmaceutical Corp.
|
|
Horizon Pharma Public Limited Company
|
|
751
|
|
|
July 21, 2016
|
|
Relypsa, Inc.
|
|
Galenica AG
|
|
1,400
|
|
|
July 11, 2016
|
|
Sagent Pharmaceuticals, Inc.
|
|
Nichi-Iko Pharmaceutical Co., Ltd.
|
|
693
|
|
|
May 31, 2016
|
|
Celator Pharmaceuticals, Inc.
|
|
Jazz Pharmaceuticals plc
|
|
1,394
|
|
•
|
one-year forward stock price targets for the Shares as reflected in seven publicly available Wall Street research analysts’ reports published within the 90 days prior to January 9, 2020, which indicated a target stock price range (discounted to present value utilizing a midpoint cost of equity of 11.7%) of approximately $13.43 to $25.97 per Share.
|
Date of Rating
|
|
Undiscounted Stock Price Target
|
||
November 18, 2019
|
|
$
|
29
|
|
December 10, 2019
|
|
25
|
|
|
November 11, 2019
|
|
25
|
|
|
November 6, 2019
|
|
22
|
|
|
January 6, 2020
|
|
21
|
|
|
January 3, 2020
|
|
20
|
|
|
January 2, 2020
|
|
15
|
|
•
|
historical trading prices of the Shares during the 52-week period ended January 9, 2020, which reflected low to high closing prices for the Shares during such period of $5.31 to $18.34 per Share.
|
Fiscal Year Ending December 31,(1)
|
|
2020E
|
|
2021E
|
|
2022E
|
|
2023E
|
|
2024E
|
|
2025E
|
|
2026E
|
|
2027E
|
||||||||||||||||
Adjusted Net Revenue(2)
|
|
$
|
59
|
|
|
$
|
46
|
|
|
$
|
67
|
|
|
$
|
363
|
|
|
$
|
577
|
|
|
$
|
843
|
|
|
$
|
1,029
|
|
|
$
|
1,234
|
|
Adjusted Cost of Sales(3)
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(67
|
)
|
|
(110
|
)
|
|
(170
|
)
|
|
(217
|
)
|
|
(267
|
)
|
||||||||
Adjusted Gross Profit(4)
|
|
$
|
52
|
|
|
$
|
39
|
|
|
$
|
59
|
|
|
$
|
296
|
|
|
$
|
467
|
|
|
$
|
674
|
|
|
$
|
812
|
|
|
$
|
967
|
|
Adjusted Gross Margin(5)
|
|
88
|
%
|
|
85
|
%
|
|
89
|
%
|
|
82
|
%
|
|
81
|
%
|
|
80
|
%
|
|
79
|
%
|
|
78
|
%
|
||||||||
Adjusted Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and Marketing(6)
|
|
(49
|
)
|
|
(50
|
)
|
|
(141
|
)
|
|
(254
|
)
|
|
(317
|
)
|
|
(342
|
)
|
|
(356
|
)
|
|
(338
|
)
|
||||||||
General and Administrative(6)
|
|
(44
|
)
|
|
(44
|
)
|
|
(58
|
)
|
|
(65
|
)
|
|
(67
|
)
|
|
(70
|
)
|
|
(72
|
)
|
|
(74
|
)
|
||||||||
Medical Affairs(6)
|
|
(11
|
)
|
|
(16
|
)
|
|
(33
|
)
|
|
(40
|
)
|
|
(40
|
)
|
|
(41
|
)
|
|
(28
|
)
|
|
(29
|
)
|
||||||||
Research and Development(6)
|
|
(140
|
)
|
|
(131
|
)
|
|
(134
|
)
|
|
(43
|
)
|
|
(28
|
)
|
|
(29
|
)
|
|
(30
|
)
|
|
(31
|
)
|
||||||||
Other(7)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(169
|
)
|
|
(64
|
)
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
||||||||
Adjusted Total Operating Expenses(8)
|
|
(244
|
)
|
|
(240
|
)
|
|
(378
|
)
|
|
(572
|
)
|
|
(516
|
)
|
|
(609
|
)
|
|
(485
|
)
|
|
(472
|
)
|
||||||||
EBIT(9)
|
|
$
|
(192
|
)
|
|
$
|
(201
|
)
|
|
$
|
(319
|
)
|
|
$
|
(276
|
)
|
|
$
|
(50
|
)
|
|
$
|
64
|
|
|
$
|
326
|
|
|
$
|
495
|
|
(-) Tax Expense(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
(21
|
)
|
||||||
Effective Tax Rate(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
%
|
|
4
|
%
|
||||||||
NOPAT(12)
|
|
$
|
(192
|
)
|
|
$
|
(201
|
)
|
|
$
|
(319
|
)
|
|
$
|
(276
|
)
|
|
$
|
(50
|
)
|
|
$
|
64
|
|
|
$
|
313
|
|
|
$
|
474
|
|
Changes in Net Working Capital and Other Adjustments(13)
|
|
(2
|
)
|
|
(18_)
|
|
|
(48_)
|
|
|
(38
|
)
|
|
(40
|
)
|
|
(38
|
)
|
|
(25
|
)
|
|
(28
|
)
|
||||||||
Adjustments for Lebrikizumab Commercial Product Manufacturing Costs(14)
|
|
—
|
|
|
(18
|
)
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unlevered Free Cash Flow(1415)
|
|
$
|
(194
|
)
|
|
$
|
(220
|
)
|
|
$
|
(366
|
)
|
|
$
|
(314
|
)
|
|
$
|
(89
|
)
|
|
$
|
26
|
|
|
$
|
288
|
|
|
$
|
446
|
|
Fiscal Year Ending December 31,(1)
|
|
2028E
|
|
2029E
|
|
2030E
|
|
2031E
|
|
2032E
|
|
2033E
|
|
2034E
|
|
Terminal
Year (1516)
|
||||||||||||||||
Adjusted Net Revenue(2)
|
|
$
|
1,357
|
|
|
$
|
1,447
|
|
|
$
|
1,519
|
|
|
$
|
1,496
|
|
|
$
|
1,508
|
|
|
$
|
1,439
|
|
|
$
|
1,427
|
|
|
$
|
1,427
|
|
Adjusted Cost of Sales(3)
|
|
(304
|
)
|
|
(326
|
)
|
|
(343
|
)
|
|
(336
|
)
|
|
(335
|
)
|
|
(316
|
)
|
|
(309
|
)
|
|
(309
|
)
|
||||||||
Adjusted Gross Profit(4)
|
|
$
|
1,053
|
|
|
$
|
1,121
|
|
|
$
|
1,176
|
|
|
$
|
1,160
|
|
|
$
|
1,173
|
|
|
$
|
1,123
|
|
|
$
|
1,118
|
|
|
$
|
1,118
|
|
Adjusted Gross Margin(5)
|
|
78
|
%
|
|
77
|
%
|
|
77
|
%
|
|
78
|
%
|
|
78
|
%
|
|
78
|
%
|
|
78
|
%
|
|
78
|
%
|
||||||||
Adjusted Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and Marketing(6)
|
|
(322
|
)
|
|
(319
|
)
|
|
(321
|
)
|
|
(324
|
)
|
|
(322
|
)
|
|
(257
|
)
|
|
(257
|
)
|
|
—
|
|
||||||||
General and Administrative(6)
|
|
(77
|
)
|
|
(79
|
)
|
|
(82
|
)
|
|
(85
|
)
|
|
(88
|
)
|
|
(83
|
)
|
|
(83
|
)
|
|
—
|
|
||||||||
Medical Affairs(6)
|
|
(29
|
)
|
|
(30
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|
(32
|
)
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
||||||||
Research and Development(6)
|
|
(32
|
)
|
|
(33
|
)
|
|
(34
|
)
|
|
(35
|
)
|
|
(36
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|
—
|
|
||||||||
Other(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjusted Total Operating Expenses(8)
|
|
(460
|
)
|
|
(461
|
)
|
|
(468
|
)
|
|
(475
|
)
|
|
(477
|
)
|
|
(396
|
)
|
|
(397
|
)
|
|
(397
|
)
|
||||||||
EBIT(9)
|
|
$
|
593
|
|
|
$
|
660
|
|
|
$
|
708
|
|
|
$
|
685
|
|
|
$
|
696
|
|
|
$
|
727
|
|
|
$
|
721
|
|
|
$
|
721
|
|
(-) Tax Expense(10)
|
|
$
|
(25
|
)
|
|
$
|
(28
|
)
|
|
$
|
(117
|
)
|
|
$
|
(142
|
)
|
|
$
|
(144
|
)
|
|
$
|
(153
|
)
|
|
$
|
(151
|
)
|
|
$
|
(151
|
)
|
Effective Tax Rate(11)
|
|
4
|
%
|
|
4
|
%
|
|
17
|
%
|
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
||||||||
NOPAT(12)
|
|
$
|
568
|
|
|
$
|
632
|
|
|
$
|
591
|
|
|
$
|
543
|
|
|
$
|
551
|
|
|
$
|
574
|
|
|
$
|
570
|
|
|
$
|
570
|
|
Changes in Net Working Capital and Other Adjustments(13)
|
|
(21
|
)
|
|
(13
|
)
|
|
(11
|
)
|
|
3
|
|
|
(2
|
)
|
|
8
|
|
|
1
|
|
|
—
|
|
||||||||
Adjustments for Lebrikizumab Commercial Product Manufacturing Costs(14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||||||
Unlevered Free Cash Flow(1415)
|
|
$
|
547
|
|
|
$
|
619
|
|
|
$
|
581
|
|
|
$
|
546
|
|
|
$
|
549
|
|
|
$
|
648
|
|
|
$
|
571
|
|
|
$
|
570
|
|
(1)
|
Certain figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be the arithmetic aggregation of the figures that precede them.
|
(2)
|
Adjusted Net Revenue is a non-GAAP financial measure calculated by adjusting estimating Net Revenue in each period to exclude excluding revenue related to previously paid milestone payments that would be recognized in such period, and to include including, as revenue in the applicable period, certain milestone payments as they become payable under the related agreement. Under GAAP, all or part of such revenue could be recognized in future periods.
|
(3)
|
Adjusted Cost of Sales (“COS”) is a non-GAAP financial measure calculated by adjusting estimating COS to exclude excluding the impact of (a) certain future milestone payments that are reflected in “Adjusted Operating Expenses-Other” and (b) costs associated with the manufacture of lebrikizumab commercial product prior to regulatory approval of lebrikizumab. COS includes (a) royalty payments to be made to Rose U or its assignees pursuant to a license of intellectual property related to QBREXZA and (b) royalty payments to be made to Roche pursuant to a license of intellectual property related to lebrikizumab.
|
(4)
|
Adjusted Gross Profit is a non-GAAP financial measure calculated as the difference between Adjusted Net Revenue and Adjusted COS.
|
(5)
|
Adjusted Gross Margin is a non-GAAP financial measure calculated by dividing Adjusted Gross Profit by Adjusted Net Revenue.
|
(6)
|
The presentation of Sales and Marketing expenses, General and Administrative expenses, Medical Affairs expenses and Research and Development expenses is non-GAAP, and each such expense reflects an allocation by function of Adjusted Operating Expenses (and in each case excludes stock-based compensation expense and depreciation expense).
|
(7)
|
Other expenses is a non-GAAP financial measure calculated by adjusting estimating Acquired In-Process Research and Development expense to include including milestone payments to be made to Roche related to the first commercial sale, and subsequent sales, of lebrikizumab.
|
(8)
|
Adjusted Total Operating Expenses is a non-GAAP financial measure calculated by adjusting estimating Total Operating Expenses to exclude excluding stock-based compensation expense and depreciation expense, and to include including milestone payments to be made to Roche related to the first commercial sale, and subsequent sales, of lebrikizumab.
|
(9)
|
Earnings before Interest and Taxes (“EBIT”) is a non-GAAP financial measure calculated as the difference between Adjusted Gross Profit and Adjusted Total Operating Expenses.
|
(10)
|
Tax Expense is net of the utilization of net operating losses generated in the past and in years in which net losses are projected, which are applied to offset projected taxable income.
|
(11)
|
Effective Tax Rate is a non-GAAP financial measure calculated by dividing Tax Expense by EBIT.
|
(12)
|
Net Operating Profit After Tax (“NOPAT”) is a non-GAAP financial measure calculated as the difference between EBIT and Tax Expense.
|
(13)
|
Changes in Net Working Capital is a non-GAAP financial measure representing changes from year to year in current assets (less cash) – current liabilities (less debt) (“Net Working Capital”), and which is assumed to be equal to 15% of the change in Adjusted Net Revenue related to Dermira’s products from the prior year to such year.
|
(14)
|
Adjustments for Lebrikizumab Commercial Product Manufacturing Costs reflect the costs incurred to manufacture lebrikizumab commercial product prior to launch, and reflect an assumed recovery of such costs in the fiscal year ending December 31, 2033.
|
(15)
|
Unlevered Free Cash Flow is a non-GAAP financial measure calculated as the difference between NOPAT and Changes in Net Working Capital and Other Adjustments. Changes in Net Working Capital and Other Adjustments is a non-GAAP financial measure calculated each year as the sum of (a) 15% of the change in Adjusted Net Revenue from the prior year to such year Changes in Net Working Capital, (b) depreciation expense, (c) amortization expense, (d) capital expenditures and (e) adjustments for lebrikizumab commercial product manufacturing costs. Depreciation expense, amortization expense and
|
(16)
|
Components underlying Adjusted Total Operating Expenses were not made available for the Terminal Year.
|
Name of Person
|
|
Transaction Date
|
|
Number of Shares
|
|
Price Per Share
|
|
Nature of Transaction
|
|||
Matthew Fust
|
|
12/12/2019
|
|
3,000
|
|
|
$
|
12.00
|
|
|
Sale of Shares pursuant to 10b5-1 trading plan
|
Matthew Fust
|
|
12/24/2019
|
|
3,000
|
|
|
$
|
15.00
|
|
|
Sale of Shares pursuant to 10b5-1 trading plan
|
|
|
|
Dermira, Inc.
|
||
|
|
|
|
|
|
Date:
|
February 10, 2020
|
|
By:
|
/s/ Andrew L. Guggenhime
|
|
|
|
|
|
Name:
|
Andrew L. Guggenhime
|
|
|
|
|
Title:
|
Chief Financial Officer
|
1 Year Journey Medical Chart |
1 Month Journey Medical Chart |
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