Bristol-Myers Squibb Company and Medarex, Inc. (NASDAQ: MEDX) were excited to announce that the companies have signed a definitive merger agreement providing for the acquisition of Medarex by Bristol-Myers Squibb for $16.00 per share in cash. Both companies’ boards of directors have unanimously approved the transaction, with an aggregate purchase price of approximately $2.4 billion. Medarex’s projected $300 million in net cash and marketable securities at closing would be an asset acquired by Bristol-Myers Squibb resulting in an implied purchase price of approximately $2.1 billion.
James M. Cornelius, chairman and chief executive officer of Bristol-Myers Squibb, stated, “Medarex’s technology platform, people and pipeline provide a strong complement to our company’s biologics strategy, specifically in immuno-oncology. With its productive and proven antibody discovery capabilities, ability to generate interesting therapeutic programs and unique set of pre-clinical and clinical assets in development, Medarex represents what we’re looking for in terms of our String of Pearls strategy. This acquisition is another important step in our BioPharma transformation.”
Medarex’s chairman and chief executive officer, Howard H. Pien, added, “We believe that this combination with Bristol-Myers Squibb, a global leader in oncology, provides an excellent opportunity to realize the full potential of Medarex’s development portfolio and our UltiMAb® technology platform through a transaction which also provides an attractive valuation for our shareholders. Medarex has evolved significantly over the past two decades from a research platform to a development company. We believe that this transaction represents a great opportunity to place our clinical programs and technology assets in the hands of one of the world’s premier biopharmaceutical companies with the expertise, resources, motivation and dedication to bring innovative cancer treatment options to patients in need.”
As a result of their acquisition, Bristol-Myers Squibb gains significant technological development opportunities. The company will acquire Medarex’s UltiMAb Human Antibody Development System®, which produces high affinity, fully human antibodies for use in a broad range of therapeutic areas, including immunology and oncology. This validated technology platform has produced compounds which are now currently marketed therapies, including SIMPONI™, STELARA™ and ILARIS®, whose royalties will go to Bristol-Myers Squibb. Additionally, the company will gain Medarex’s next-generation Antibody-Drug Conjugate (ADC) technology, a novel and proprietary platform that could open new fields in oncology drug development.
Along with the company’s technological acquisition, they also gain the rights to seven antibodies in clinical trials under Medarex’s sole sponsorship and three other antibodies being co-developed with other partners. Also, they will receive rights to pre-clinical assets in various stages of development by Medarex – in particular, monoclonal antibodies focused in oncology and immunology. The company will also take full ownership and rights to ipilimumab, which could be an important contributor to Bristol-Myers Squibb’s future growth. The companies have collaborated on the development of ipilimumab, a novel immunotherapy currently in Phase III development for the treatment of metastatic melanoma. The companies also have an ongoing Phase II study in lung cancer as well as Phase III studies in adjuvant melanoma and hormone-refractory prostate cancer.
The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that constitutes a majority of Medarex’s outstanding shares of common stock and expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvement Act. The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to received $16.00 per share in cash. The merger agreement contains a provision under which Medarex has agreed not to solicit any competing offers for the company.
“We welcome the opportunity to further collaborate with the Medarex scientific leadership,” said Elliott Sigal, M.D., Ph.D., executive vice president and president, research and development at Bristol-Myers Squibb. “In addition to our Adnexus team, which has been expanded since it was acquired in 2007, Medarex scientists will help us create an industry-leading biologics capability. We believe Medarex’s antibody generation expertise, located in California and New Jersey, will complement our existing biologics efforts with a dedicated discovery and development capability in immuno-oncology.”
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