Celgene To Acquire Receptos for $7.2 Bn

In a move to enhance its inflammation and immunology portfolio, Celgene Corporation has agreed to acquire Receptos, Inc. , a biopharmaceutical cmpany developing drug candidates for immune and metabolic diseases, for $7.2 billion (net of cash) or $232.00 per share in cash. Receptos’ lead product is ozanimod, an oral, once-daily, selective smll-molecule sphingosine 1-phosphate 1 and 5 receptor modulator (S1P) targeted for treating inflammatory bowel disease (IBD), ulcerative colitis (UC), and relapsing multiple sclerosis.

Based on clinical studies, Ozanimod demonstrated several areas of potential advantage over existing oral therapies for treating UC and relapsing multiple sclerosis (RMS), including its cardiac, hepatotoxicity and lymphocyte recovery profile. The drug is in Phase III development for UC with data expected in 2018. Phase III trials for RMS are ongoing, and data are expected in the first half of 2017 to support a RMS approval in 2018. Additionally, ozanimod is being studied to treat IBD.

Celgene will acquire all of the outstanding shares of common stock of Receptos through a tender offer, followed by a second-step merger. In the tender offer, Celgene, through a wholly owned subsidiary, will offer to purchase all of the outstanding shares of common stock of Receptos for $232.00 per share in cash, or an aggregate of approximately $7.2 billion, net of cash acquired. The transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including the tender of at least a majority of outstanding shares of Receptos common stock and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is anticipated to close in 2015.

Celgene will acquire all remaining shares of Receptos common stock that are not tendered in the tender offer through a second-step merger, which will be completed shortly following the tender offer. Celgene expects to fund the transaction through a combination of existing cash and new debt.

Ozanimod is a selective immune-inflammatory modulator of the G protein-coupled receptors sphingosine 1-phosphate 1 and 5, which are part of the sphingosine 1-phosphate (S1P) receptor family. Treatment with S1P receptor modulators interferes with S1P signaling and blocks the response of lymphocytes (a type of white blood cell) to exit signals from the lymph nodes, sequestering them within the nodes. The result is a downward modulation of circulating lymphocytes and anti-inflammatory activity by inhibiting cell migration to sites of inflammation. Patents supporting ozanimod were exclusively licensed to Receptos from The Scripps Research Institute. Receptos is also developing RPC4046, an anti-interleukin-13 (IL-13) antibody for (EoE), an allergic/immune-mediated orphan disease, as well as other pipeline and pre-clinical stage compounds.

Source: Celgene

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