CorMedix Agrees to Buy Most of Heron Assets for $145 Million in Cash
Key Facts
CorMedix and Heron Therapeutics announced an agreement on November 9, 2026, under which CorMedix will buy most of Heron's assets in a deal it expects to close in the first quarter of 2027. The initial consideration includes $145 million in cash and 14,583,333 shares of CorMedix stock. The deal may also include contingent payments of up to $55 million, as well as a royalty on sales of certain products above a threshold that was not specified in the filing. The assets add four commercial products to CorMedix's portfolio: ZYNRELEF, APONVIE, CINVANTI and SUSTOL. These products are used in hospitals, ambulatory surgery centers and infusion centers. Closing remains subject to the required approvals and specified deal conditions.
The transaction is subject to approval by Heron shareholders, antitrust review and customary closing conditions, and does not include a financing condition. The boards of both companies unanimously approved it, while shareholders holding about 22% of Heron's outstanding shares entered into voting agreements in favor of the deal. CorMedix said closing is expected in the first quarter of 2027, a timetable that remains contingent on completing those procedures. Under the agreement, CorMedix will acquire most of Heron's assets and assume some of its liabilities. This means the transaction extends beyond the purchase of the products alone, while its completion remains subject to regulatory and contractual conditions.
CorMedix estimated combined business revenue for 2026 at between $465 million and $490 million. It also projected that Heron assets would generate between $125 million and $150 million in revenue over the full year of 2027. The company estimated annualized operating cost savings of between $45 million and $60 million by the end of 2027, and said it expects the deal to be accretive to earnings and free cash flow immediately upon closing. These figures remain forward-looking estimates tied to completion of the deal and the assets' performance after the transfer. The projected revenue range for Heron's products represents additional business that CorMedix plans to integrate into its portfolio. The savings figure is based on the targeted annualized run rate at the end of 2027.
The new projections follow CorMedix's report of consolidated revenue of $54.5 million in the third quarter of 2026, above the market consensus estimate of $51.2 million. The company recorded a net loss of $14.7 million in the same period, alongside adjusted earnings before interest, taxes, depreciation and amortization of $3.1 million. Net sales of DefenCath totaled $17.2 million during the quarter. The company attributed the product's performance to continued use among major outpatient dialysis customers, while pricing was affected by the post-TDAPA period. It also recorded a positive $5 million estimate adjustment to certain sales allowances, an item the company cited in explaining product revenue.
CorMedix Chief Executive Joseph Todisco sees untapped growth potential in ZYNRELEF as hospitals and surgery centers increasingly adopt non-opioid options for post-operative pain relief. He said the company sees the product as "an asset with significant untapped potential, as hospitals and surgery centers increasingly adopt non-opioid approaches to treating post-surgical pain." The comment places one of Heron's products at the center of the deal's commercial expansion rationale. The added portfolio also includes APONVIE, CINVANTI and SUSTOL, alongside ZYNRELEF. These products' contribution to CorMedix's results will depend on closing the deal and integrating the commercial assets.
To fund part of the transaction, CorMedix entered into a term loan facility agreement that provides access to up to $150 million in non-dilutive capital. The company expects to draw $75 million from the facility at the closing of the Heron deal. Debt financing will supplement the cash and stock consideration set out in the asset purchase agreement. According to the company's filing, closing the deal is not conditional on obtaining financing. The expected closing in the first quarter of 2027 remains subject to approval by Heron shareholders, antitrust review and completion of customary closing conditions.
Alongside the Heron deal, CorMedix is awaiting U.S. Food and Drug Administration action on an application to expand the preventive use of REZZAYO, expected in the first quarter of 2027. The company said it plans to begin promotional efforts in the second half of 2027 if the application is approved. In trading on November 13, 2026, CorMedix shares closed at $4.66, while Heron shares closed at $0.3105. These levels capture the market's response at the end of the session before the article's publication date. The company's milestones for next year therefore include an expected regulatory decision and a projected timetable for completing the Heron deal. These dates remain subject to the announced procedures and approvals.