Bristol-Myers Squibb (BMS) has agreed to acquire IFM Therapeutics (IFM), a company developing therapies to treat cancer, autoimmunity, and inflammatory disorders, in a deal worth up to $2.3 billion.

The acquisition will give Bristol-Myers Squibb full rights to IFM’s preclinical STING (stimulator of interferon genes) and NLRP3 agonist programs focused on enhancing the innate immune response for treating cancer. IFM’s STING agonist program includes a lead asset that accelerates BMS’ efforts against this target while the NLRP3 agonist program includes a potential pipeline candidate.

Under the agreement, BMS will pay $300 million upon closing of the transaction. IFM stockholders also will be entitled to additional contingent payments of up to $1.01 billion for each of the first products from the two programs upon the achievement of certain development, regulatory, and sales milestones. Also, IFM is eligible for additional contingent milestone payments for further products resulting from these programs.

In connection with the acquisition, a newly formed entity will be established by the current shareholders of IFM, IFM Therapeutics LLC. It will retain IFM’s current personnel and facilities as well as its remaining research programs, which include an NLRP3 antagonist program focused on curbing immune responses that lead to inflammatory diseases and fibrosis. In consideration of an additional payment at closing and future investment, BMS will be granted at closing certain rights against the newly formed entity’s NLRP3 antagonist program, including a right of first refusal.

The transaction has been approved by the boards of directors of both companies and by the stockholders of IFM. The deal is expected to close during the third quarter of 2017, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

Source: Bristol-Myers Squibb and IFM Therapeutics