Synta Pharmaceuticals Corp., a pharmaceutical company, and Madrigal Pharmaceuticals, Inc., a privately held pharmaceutical company, have agreed to merge under which Madrigal will merge with a wholly owned subsidiary of Synta in an all-stock transaction. The merger will create a company focused on the development of novel small-molecule drugs addressing cardiovascular-metabolic diseases and non-alcoholic steatohepatitis (NASH). Madrigal's lead compound, MGL-3196, is a Phase II-ready once-daily, oral, liver-directed selective thyroid hormone receptor-ß (THR-ß) agonist for the treatment of NASH and heterozygous and homozygous familial hypercholesterolemia (HeFH, HoFH). Upon closing of the transaction, the combined company will be named Madrigal Pharmaceuticals, and Paul A. Friedman, M.D. will become chairman and chief executive officer.

Under the terms of the merger agreement, Synta will acquire all outstanding shares of Madrigal in exchange for approximately 253.9 million newly issued shares of Synta common stock. Upon completion of the proposed acquisition, it is anticipated that existing Synta shareholders will own 36.0% of the combined company and Madrigal shareholders will own 64.0% of the combined company. The transaction has been approved by the boards of directors of both companies and the shareholders of Madrigal. The merger is expected to close by the end of the third quarter of 2016, subject to customary closing conditions, including approval of the merger by the shareholders of Synta.

Effective with the signing of the merger agreement, Dr. Friedman has stepped down from Synta's board of directors and will join Madrigal as an executive. Pursuant to the merger agreement, Dr. Friedman, the former CEO of Incyte Pharmaceuticals, will become chairman and CEO of the combined company. Dr. Taub will assume the newly created role of chief medical officer, executive vice president, research & development, following the closing of the merger. Additionally, Marc Schneebaum, the current chief financial officer (CFO) of Synta, will continue as the CFO of the combined company. The board of directors of the combined company will be comprised of seven directors, including five directors of Madrigal: Dr. Friedman (chairman); Dr. Taub; Fred Craves, Ph.D.; and two additional directors who will be designated, and one current director of Synta: Keith Gollust. There will also be one additional independent director to be agreed upon by Synta and Madrigal. The corporate headquarters will be located in the Philadelphia area.

Source: Synta Pharmaceuticals