Sanofi to Acquire Cancer Therapy Company Synthorx for $2.5 Billion
Sanofi has agreed to acquire Synthorx, a clinical-stage biotechnology company for cancer and autoimmune disorders, for $2.5 billion. The transaction was unanimously approved by Board of Directors of both Sanofi and Synthorx.
Synthorx’s lead immuno-oncology product candidate, THOR-707, a variant of interleukin-2 (IL-2), is in clinical development in multiple solid tumor types as a single agent and in combination with immune checkpoint inhibitors. Sanofi says the addition of THOR-707 and Synthorx’s other earlier-stage cytokine programs to Sanofi’s pipeline will enhance Sanofi’s position in oncology, and in immuno-oncology. The company expects IL-2 to become a foundation of future immune-oncology combinations as well as offering multiple combination opportunities with Sanofi’s clinical and pre-clinical oncology assets, including with PD-1 (a protein found on T cells), CD-38 (a glycoprotein found on the surface of immune cells), and molecules that modulate effector T-cells and natural killer cells.
Sanofi says Synthorx’s Expanded Genetic Alphabet platform is expected to be a source for developing a differentiated therapeutic pipeline. Alone and in combination with other existing Sanofi platforms, including Sanofi’s Nanobody technology (the proprietary name for its therapeutic proteins based on single-domain antibody fragments) will enable the company to develop a wide range of novel biologics, including drug conjugates, protein fusions, and multi-specific biologics, with applications beyond oncology and extending to other therapeutic areas.
Under the agreement, Sanofi will acquire all of the outstanding shares of Synthorx for $68.00 per share in cash, which represents an aggregate equity value of approximately $2.5 billion (on a fully diluted basis) or for a total enterprise value of approximately $2.35 billion. The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Synthorx common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with Synthorx and the outstanding Synthorx shares not tendered in the tender offer will be converted into the right to receive the same $68.00 per share in cash paid in the tender offer. Sanofi says it plans to finance the transaction with cash on hand.
The tender offer is expected to commence in December 2019. Subject to the satisfaction or waiver of customary closing conditions, Sanofi expects to complete the acquisition in the first quarter of 2020.