Amgen To Acquire Five Prime Therapeutics For $1.9 Bn
Amgen has agreed to acquire Five Prime Therapeutics, a South San Francisco, California-based clinical-stage biopharmaceutical company developing immuno-oncology and targeted cancer therapies, for approximately $1.9 billion.
Five Prime’s lead asset, bemarituzumab is in Phase II development for treating advanced gastric or gastroesophageal junction cancer. Bemarituzumab is a targeted antibody that blocks fibroblast growth factors (FGFs) from binding and activating FGFR2b by inhibiting several downstream pro-tumor signaling pathways and potentially slowing cancer progression. Bemarituzumab targets FGFR2b, which has been found to be overexpressed in approximately 30% of patients with non-HER2 positive gastric cancer as well as other solid tumors.
Under the terms of the merger agreement, Amgen will commence a tender offer to acquire all of the outstanding shares of Five Prime‘s common stock for $38.00 per share in cash, representing an equity value of approximately $1.9 billion. As part of this transaction, Amgen will receive a royalty percentage on future net sales in Greater China ranging from the high teens to the low twenties from a pre-existing co-development and commercialization agreement between Five Prime and Zai Lab, a Shanghai-based biopharmaceutical company. Five Prime Therapeutics granted an exclusive license to Zai Lab to develop and commercialize bemarituzumab in Greater China, and Zai Lab collaborated with Five Prime Therapeutics on the Phase II trial in Greater China.
Following the completion of the tender offer, a wholly owned subsidiary of Amgen will merge with Five Prime and shares of Five Prime that have not been tendered and purchased in the tender offer will be converted into the right to receive the same price per share in cash as paid in the tender offer.
The transaction is expected to close by the end of the second quarter of 2021 and is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Five Prime’s common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.