A signature is not a close: the real deal risk sits in the months after the announcement

The announcement is the cheap part

Read this week's deal flow as a list of events and it looks busy and decisive. Read it as a list of obligations still to be met and it looks different. CorMedix has agreed to buy substantially all of Heron Therapeutics' assets: ZYNRELEF, APONVIE, CINVANTI and SUSTOL. The consideration is cash, shares and contingent earn-outs, about $222.6 million upfront, with closing expected in the first quarter of 2027. ANI Pharmaceuticals has announced a proposed offer for Egetis Therapeutics to add EMCITATE, and the deal has not closed. Armada Acquisition Corp. III's merger with Brains Bioceutical, at a pre-money equity value of about $750 million, is subject to closing conditions.

Even the best-organised deal here carries a tail. Charles River's roughly $470 million purchase of Frontage's Exton bioanalysis and DMPK businesses runs through a consortium structure that first takes Frontage private, and it includes up to $75 million in performance-based payments. None of that is a criticism. It is the shape of a modern transaction: the press release marks the start of the work that decides whether the value arrives.

Our position: the interval is where deals are won

Boards and deal teams tend to treat signing as the finish line, and the press release as the proof. We think that is backwards. The weeks between signature and close are when the acquirer's thesis meets operations. The CorMedix–Heron deal is a good example. It brings four marketed hospital products with about $150 million in trailing-twelve-month net revenue, backed by a Pharmakon term loan. A buyer taking on revenue and debt together has little room for a messy handover. What matters is whether those four products keep selling through a change of ownership, and the sign-to-close period is when that is secured or lost.

The contrast is Acrivon's purchase of Aqilion's oral JAK1 inhibitor ACR-525 and its PKCθ programme, which moves the oncology-focused company into immunology. The consideration is undisclosed cash, and no royalties or milestones are owed to Aqilion. That is a deal with almost no tail. Acrivon owns the assets outright and carries no payment obligations to the seller. It buys simplicity, and simplicity is a strategic asset when the alternative is years of managing a counterparty.

The strongest counter-argument

The best objection is that this is overthinking a normal process. Closings are routine, financing is committed, and a company that lingers over the interim period will lose time to competitors. Contingent payments and staged structures are also sensible ways to share risk, and several small licensors this week used them to bring in partners. A funded term loan, like the one behind the CorMedix deal, is a sign the buyer has done its homework.

We accept most of that. Staged structures are rational, and speed matters. But the objection assumes the gap is quiet, and the material in front of us suggests otherwise. A deal that closes in the first quarter of 2027 spends the rest of 2026 and the start of the new year as a live commitment, with earn-outs, debt service and integration plans all depending on it. Only the buyer knows how well prepared it is.

What it means for how you run deals

The practical lesson is to give the interim period an owner, a plan and a scoreboard before the announcement, not after. For acquirers, that means deciding in advance what must be true on day one: who handles customers, who handles supply, and who answers for the earn-out terms. For sellers and licensors, it means knowing what you have promised and what you are still allowed to do. A deal is judged at the close, and closing well is mostly preparation done earlier.