Merck & Co. To Acquire Imago BioSciences for $1.35 Bn
Merck & Co. has agreed to acquire Imago BioSciences, a Redwood City, California-based clinical-stage bio/pharmaceutical company specializing in treating bone-marrow diseases, for $1.35 billion.
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 (IMG-7289), 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 essential for 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 or treating blood cancers.
Under the agreement, Merck & Co., through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Imago. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Imago’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. Upon the successful completion of the tender offer, Merck’s acquisition subsidiary will be merged into Imago, and any remaining shares of common stock of Imago will be canceled and converted into the right to receive the same $36 per share price payable in the tender offer for a total value of approximately $1.35 billion. The transaction is expected to close in the first quarter of 2023.