M&A News: Merck & Co., Ipsen, Chiesi & More

The latest news on mergers and acquisitions featuring Merck & Co./Imago Biosciences, Ipsen/Alberio and Chiesi Farmaceutici/Amryt. Highlights below. 

* Merck & Co. Completes Acquisition of Imago Biosciences for $1.13 Bn 
* Ipsen To Acquire Rare Disease Bio/Pharma Company Alberio for $952 M 
* Chiesi To Acquire Rare Disease Bio/Pharma Company Amyrt for $1.48 Bn 

Merck & Co. Completes Acquisition of Imago Biosciences for $1.13 Bn 
Merck & Co. has completed its $1.13-billion acquisition of Imago BioSciences, a Redwood City, California-based clinical-stage bio/pharmaceutical company specializing in treating bone-marrow diseases. The acquisition was first announced in November 2022. 

Imago is focused on developing new medicines for treating bone-marrow diseases, including myeloproliferative neoplasms, a group of diseases of the bone marrow characterized by excessive production of red blood cells, platelets, or certain white blood cells Its lead candidate is bomedemstat in multiple Phase II clinical trials for treating several bone-marrow-diseases: essential thrombocythemia, a rare blood disorder in which the bone produces too marrow many platelets; myelofibrosis, a rare type of blood cancer characterized by the buildup of scar tissue in the bone marrow; and polycythemia vera, a type of blood cancer in which the bone marrow produces too many red blood cells. 

Bomedemstat is an orally available lysine-specific demethylase 1 (LSD1) inhibitor. LSD1, discovered in 2004, is a member of a group of epigenetic proteins that regulate gene expression through chemical modifications of proteins, RNA and DNA. LSD1 regulates the maturation of bone-marrow stem cells and is involved in the differentiation of progenitor cells into mature megakaryocytes and granulocytes and production of blood cells. Given the role that LSD1 plays in the function of malignant blood cells, targeting LSD1 provides a potential new mechanism for treating blood cancers.   

Source: Merck & Co.   

Ipsen To Acquire Rare Disease Bio/Pharma Company Alberio for $952 M 
Ipsen, a Paris-based bio/pharmaceutical company, has agreed to acquire Albireo, a Boston-based bio/pharmaceutical company focused on rare diseases, for $952 million, plus a contingent value right of $10.00 per share for one of Alberio’s clinical candidates.  

Albireo’s lead product is Bylvay (odevixibat), a once-daily, oral drug for treating pruritus (itchy skin). It was approved in 2021 in the US for treating  pruritus in patients three months of age and older with progressive familial intrahepatic cholestasis (PFIC), a disorder that causes progressive liver disease, and in the European Union for treating pruritus in patients with PFIC aged six months or older. Bylvay has orphan exclusivity for the approved indications in PFIC in the US and EU. 

In addition, Albireo has submitted regulatory filing in the US and EU for another indication of Bylvay, for Alagille syndrome, a rare, genetic disorder that can affect multiple organ systems, including the liver, with a paucity of bile ducts preventing bile flow from the liver to the small intestine. The drug is also in Phase III trials to treat biliary atresia, a rare, pediatric liver disease that can result in cirrhosis and liver failure and is the leading cause of liver transplantation among children. 

In addition to Bylvay, the acquisition also includes key pipeline assets: A3907, for treating adult cholestatic (referring to reduced or stopped bile flow) liver disease, such as primary sclerosing, a chronic liver disease marked by inflammation; and A2342, which is being evaluated for viral and cholestatic diseases and is moving ahead in investigational new drug-enabling trials. 

Under the agreement, Ipsen, through a fully owned subsidiary, will initiate a tender offer to acquire all outstanding shares of Albireo at a price of $42.00 per share in cash at the closing of the transaction, for an initial estimated aggregate consideration of $952 million plus one contingent value right (CVR) per share. Each CVR will entitle its holder to deferred cash payments of $10.00 per CVR payable upon the US Food and Drug Administration (FDA) approval of Bylvay for biliary atresia at the latest by December 31, 2027. It is anticipated the transaction will close by the end of the first quarter of 2023. 

Source: Ipsen 

Chiesi To Acquire Rare Disease Bio/Pharma Company Amyrt in $1.48-Bn Deal 
Chiesi Farmaceutici, a Parma, Italy-based bio/pharmaceutical company, has agreed to acquire Amryt Pharma, a Boston-based commercial-stage bio/pharmaceutical company focused on rare disease treatment, in a $1.48-billion deal ($1.25 billion upfront plus potential contigent value rights payments of $225 million).  

Amryt has three FDA-approved products: Myalept (metreleptin), a synthetic analog to the hormone leptin used to treat various forms of dyslipidemia (elevated cholesterol or lipids in the blood); Juxtapid (lomitapide), a lipid-lowering agent for treating familial hypercholesterolemia, a genetic disorder resulting in elevated lipoprotein cholesterol or so-called “bad cholesterol”; and Mycapssa (octreotide) for treating acromegaly, a rare condition where the body produces too much growth hormone. Myalept had 2021 sales of $141 million, Juxtapid 2021 sales of $74 million, and Mycapssa, 2021 sales of $6 million.  

Under the agreement, Chiesi will purchase all outstanding shares of Amryt for a purchase price of $2.90 per share in cash, plus contingent value rights (CVRs) of up to $0.50 per share payable if certain milestones are achieved related to Amryt’s clinical product Filsuvez, a drug to treat epidermolysis bullosa, a rare skin disease that makes the skin very fragile and causes severe blistering and scarring. The total value implied by the transaction at close is approximately $1.25 billion in upfront consideration, plus CVRs representing an additional approximately $225 million of potential consideration. 

The transaction was unanimously approved by both Chiesi and Amryt Boards of Directors and is anticipated to close by the end of the first half of 2023, subject to the satisfaction of all closing conditions. 

Source: Chiesi Farmaceutici