Pfizer to Acquire Array BioPharma for $11.4 Billion
Pfizer has entered into a merger agreement with Array BioPharma, a commercial-stage biopharmaceutical company focused on the discovery, development and commercialization of small-molecule medicines for cancer and other diseases, for a total enterprise value of approximately $11.4 billion.
Array’s portfolio includes the approved combined use of Braftovi (encorafenib) and Mektovi (binimetinib) for the treatment of BRAFV600E or BRAF V600K mutant unresectable or metastatic melanoma. The combination therapy is currently being investigated in over 30 clinical trials across several solid tumor indications, including a Phase III trial in BRAF-mutant metastatic colorectal cancer (mCRC). BRAF mutations are estimated to occur in up to 15% of colorectal cancer cases.
In addition to the combination therapy for BRAF-mutant metastatic melanoma, Array has a broad pipeline of targeted cancer medicines in development as well as a portfolio of out-licensed medicines. Array’s pipeline includes several additional programs being advanced by Array or current license-holders, including the following programs currently in registration trials: selumetinib (partnered with AstraZeneca), LOXO-292 (partnered with Eli Lilly and Company), ipatasertib (partnered with Roche’s Genentech), tucatinib (partnered with Seattle Genetics), and ARRY-797. Array is also partnered with Bayer for Vitrakvi (larotrectinib), which is approved in the US for treating certain tumors and with Roche for Ganovo (danoprevir), which is approved in China, for treating viral hepatitis C.
Under the agreement, a subsidiary of Pfizer will a submit a cash tender offer to purchase all outstanding shares of Array common stock for $48 per share in cash, for a total enterprise value of approximately $11.4 billion. The closing of the tender offer is subject to customary closing conditions, including regulatory approvals and the tender of a majority of the outstanding shares of Array common stock. The merger agreement contemplates that Pfizer will acquire any shares of Array that are not tendered into the offer through a second-step merger, which will be completed following the closing of the tender offer. Pfizer expects to complete the acquisition in the second half of 2019. The Boards of Directors of both companies have approved the merger.
Upon the close of the transaction, Array’s employees will join Pfizer and remain in Cambridge, Massachusetts, Morrisville, North Carolina and Boulder, Colorado and become part of Pfizer’s Oncology Research and Development network, which further includes sites in La Jolla, California and Pearl River, New York.