Samsung Biologics, a biologics CDMO, has agreed to buy out Biogen’s 50% stake in Samsung Bioepis, a biosimilars joint venture between Samsung Biologics and Biogen, for up to $2.3 billion.

Biogen initially took a 15% stake in Samsung Bioepis when it was established as a joint venture in 2012. It later exercised an option in 2018  to purchase up to 50% less one share of Samsung Bioepis.

Under the buyout agreement, Biogen will receive $1.0 billion in cash at closing and $1.25 billion to be deferred in two payments of $812.5 million due at the first anniversary of closing and $437.5 million due at the second anniversary of the closing. In addition, Biogen is eligible to receive up to $50 million contingent upon achievement of certain commercial milestones.

Following the buyout, the companies will continue their exclusive agreements, including commercialization of their current portfolio. This includes the following marketed products: Benepali (etanercept), a biosimilar referencing Amgen’s Enbrel; Imraldi (adalimumab), a biosimilar referencing AbbVie’s Humira; and Flixabi (infliximab), a biosimilar referencing Johnson & Johnson’s Remicade. Additionally, Biogen will retain commercial rights for Byooviz (ranibizumab-nuna), an approved biosimilar referencing Roche’s Lucentis (ranibizumab), and for SB15, an investigational biosimilar referencing Bayer’s and Regeneron Pharmaceuticals’ Eylea (aflibercept).

The Board of Directors of Samsung Biologics has approved the transaction, and full ownership will take effect at the time the first payment of $1.0 billion is made. The Board has also agreed to raise capital of KRW 3 trillion (approximately $2.5 billion) by issuing new shares, the proceeds of which will be used to fund the company’s strategic growth plans, including the purchase of the Samsung Bioepis shares.

Closing of the transaction is contingent on the effectiveness of a securities registration statement filed by Samsung Biologics and satisfaction of certain regulatory and other customary closing conditions.

Source: Samsung Biologics and Biogen