M&A News: Merck & Co, Novartis, J&J & More 

The latest news on mergers and acquisitions featuring Merck & Co/Harpoon Therapeutics, Novartis/Calypso Biotech, Johnson & Johnson/MeiraGTx, Astellas/Propella Therapeutics, Servier/CStone. Highlights below. 

* Merck & Co. To Acquire Harpoon Therapeutics for $680 M  
* Novartis To Acquire Calypso Bio in $425-M Deal 
* J&J To Acquire Rare-Disease Gene Therapy from MeiraGTx for $415 M   
* Astellas Completes $175-M Acquisition of Propella Therapeutics 
* Servier Acquires Rights to Anticancer Drug from CStone for $50 M 

Merck & Co. To Acquire Harpoon Therapeutics for $680 M 
Merck & Co., has agreed to acquire Harpoon Therapeutics, a San Francisco, California-based bio/pharmaceutical company, for an approximate total equity value of $680 million. 

Harpoon has a portfolio of T-cell engagers that employ the company’s Tri-specific T cell Activating Construct (TriTAC) platform, an engineered protein technology designed to direct a patient’s own immune cells to kill tumor cells, and ProTriTAC platform, which applies a prodrug concept to its TriTAC platform to create a therapeutic T-cell engager that is designed to remain inactive until it reaches the tumor. 

Harpoon’s lead candidate, HPN328, is a T-cell engager for small-cell lung cancer (SCLC) and neuroendocrine tumors. HPN328 is currently being evaluated in a Phase I/II clinical trial. The study is also evaluating HPN328 in combination with atezolizumab in patients with SCLC.  

The company’s additional pipeline candidates include HPN217, currently in Phase I clinical development for the treatment of relapsed/refractory multiple myeloma, and several preclinical stage candidates, including HPN601, a conditionally activated targeting epithelial cell adhesion molecule (EpCAM) for the treatment of certain patients with EpCAM-expressing tumors. 

Under the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Harpoon Therapeutics, for a price per share of $23.00 in cash. The Board of Directors of Harpoon has unanimously approved the transaction. Closing of the acquisition is subject to certain conditions, including approval of the merger by Harpoon’s stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. The transaction is expected to close in the first half of 2024 and will be accounted for as an asset acquisition.  

Source: Merck & Co. 

Novartis To Acquire Calypso Bio in $425-M Deal 
Novartis has agreed to acquire Calypso Biotech, an Amsterdam, the Netherlands-based bio/pharmaceutical company, in a deal worth up to $415 million ($250 million upfront and $175 million in milestone payments).  

Calypso, a spin-out from Merck & Co., is focused on the research and development of monoclonal antibodies for an array of autoimmune indications, with an expertise in Interleukin15 (IL-15) biology. IL-15 is a broad, untapped immune axis that controls barrier function and downstream immune cascades in many chronic autoimmune diseases. Calypso’s lead product candidate, CALY-002, is a therapeutic antibody that binds to and neutralizes Interleukin-15. 

The acquisition gives Novartis full rights to CALY-002. Novartis intends to further explore CALY-002 across a wide variety of autoimmune indications. CALY-002 is currently being evaluated in a Phase 1b trial in patients with Celiac disease and eosinophilic esophagitis, a chronic immune or antigen-mediated process resulting in  esophageal dysfunction.  

Under the agreement, Calypso’s shareholders will receive an upfront payment of $250 million upon closing and are eligible to receive development milestones of up to $175 million based on the achievement of certain predetermined milestones. 

Source: Calypso Biotech 

J&J To Acquire Rare-Disease Gene Therapy from MeiraGTx for $415 M    
Johnson & Johnson (J&J) has agreed to acquire MeiraGTx, a New York-based bio/pharmaceutical company, for $415 million ($130 million upfront and $285 million in milestone payments). 

Under the agreement, MeiraGTx will monetize potential future royalties and milestones related to the gene therapy, botaretigene sparoparvovec (bota-vec, formerly AAV-RPGR) for the treatment of X-linked retinitis pigmentosa (a group of rare eye diseases that affect the retina) with J&J acquiring remaining rights for development, manufacturing, and commercialization of bota-vec. 

MeiraGTx will receive $130 million in upfront and near-term milestone payments, including $65 million at signing, an additional $50 million anticipated in the first quarter of 2024, with the remaining $15 million in milestone payments expected later in 2024. The company will receive up to an additional $285 million in cash payments upon first commercial sales of bota-vec in the US and EU and for manufacturing technology transfer. 

J&J will be responsible for any royalty or milestone amounts that become payable on bota-vec to UCL Business plc (University College London). 

MeiraGTx has also entered into a commercial supply agreement with J&J for bota-vec manufacturing. 

Source: MeiraGTx 

Astellas Completes $175-M Acquisition of Propella Therapeutics 
Astellas Pharma has completed its acquisition of Propella Therapeutics, a Pittsboro, North Carolina-based bio/pharmaceutical company, for $175 million. 

Propella is a privately held bio/pharmaceutical company that has a proprietary platform that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.  

Through the acquisition of Propella, Astellas has acquired PRL-02 (abiraterone decanoate), a drug being developed by Propella to treat prostate cancer. PRL-02 is currently in a Phase I clinical trial and is expected to enter Phase IIa clinical trials in 2024. 

Under the agreement, Astellas paid approximately $175 million to acquire all of the outstanding common stock and equity interests in Propella. 

Source: Astellas 

Servier Acquires Rights to Anticancer Drug from CStone for $50 M 
Servier, a Paris-based bio/pharmaceutical company, and CStone Pharmaceuticals, a Suzhou, China-based bio/pharmaceutical company, have entered an agreement under which Servier acquires from CStone the exclusive rights to develop and commercialize Tibsovo (ivosidenib tablets), an anti-cancer drug, in Greater China and Singapore, for $50 million. 

Under the agreement, CStone will transfer the Tibsovo business in the territories to Servier for $44 million, followed by a payment of up to $6 million upon completion of the transition. As a result, the licensing agreement with Servier will be terminated, and CStone will be released from payment obligations of any remaining development and commercialization milestones. In 2021, Servier acquired the oncology business of Agios Pharmaceuticals that had, since 2018, an exclusive collaboration and license agreement with CStone to develop and commercialize Tibsovo in Greater China and Singapore. 

Source: CStone Pharmaceuticals