Pharmacosmos Group Acquiring G1 Therapeutics

G1 Therapeutics, Inc., an oncology-focused biopharmaceutical company, and Pharmacosmos A/S, a leading developer of treatments for iron deficiency, have announced a definitive merger agreement. Pharmacosmos, through its U.S. subsidiary Pharmacosmos Therapeutics Inc., will acquire all outstanding shares of G1 Therapeutics for $7.15 per share in cash, totaling approximately $405 million. This valuation represents a 68% premium to G1’s closing share price on August 6, 2024, and a 133% premium to the prior 30-day volume-weighted average price. The transaction, unanimously approved by the boards of both companies, is expected to close by late third quarter of 2024.

COSELA (trilaciclib), G1’s leading product, is the first FDA-approved drug designed to reduce chemotherapy-induced myelosuppression in adults undergoing certain chemotherapy regimens for extensive-stage small cell lung cancer (ES-SCLC). The merger aims to accelerate COSELA's availability to a broader patient base.

Jack Bailey, CEO of G1 Therapeutics, emphasized that the merger aligns with their commitment to cancer patients by potentially increasing COSELA's market uptake. Tobias S. Christensen, CEO of Pharmacosmos, highlighted that the acquisition, including COSELA, will significantly enhance Pharmacosmos' U.S. presence and benefit patients undergoing chemotherapy by reducing related complications.

Under the merger terms, Pharmacosmos will launch a cash tender offer for all G1 common stock shares at $7.15 each. The transaction will be financed through Pharmacosmos’ existing cash reserves and credit facilities. Completion of the tender offer is contingent on customary conditions, such as the majority tender of G1’s outstanding shares and the expiration of the required antitrust waiting period. Should the tender offer succeed, Pharmacosmos will acquire any remaining shares through a second-step merger at the same price.

Upon closing the transaction, G1’s common stock will no longer be publicly traded. The merger aims to leverage the commercial and medical infrastructure of both companies to maximize COSELA's penetration in the ES-SCLC market. Pharmacosmos plans to focus on expanding COSELA’s reach both within the U.S. and internationally, complementing its existing product, Monoferric (ferric derisomaltose).

G1 will not host its scheduled conference call to discuss second-quarter results due to the pending merger. The companies have engaged respective financial and legal advisors to facilitate the transaction.

COSELA, approved by the FDA in February 2021, is indicated for reducing chemotherapy-induced myelosuppression in ES-SCLC patients when administered before specific chemotherapy regimens. It has warnings for potential injection-site reactions, hypersensitivity, interstitial lung disease, and embryo-fetal toxicity. Common adverse reactions include fatigue, hypocalcemia, and pneumonia.

Monoferric, used to treat iron deficiency anemia in adults, is contraindicated for patients with a history of serious hypersensitivity to the drug or its components. Hypersensitivity reactions, including anaphylactic-type responses, have been reported and require monitoring during and after administration. Adverse reactions noted include nausea and rash.

Pharmacosmos specializes in carbohydrate chemistry and develops innovative treatments for iron deficiency. The Danish company markets its products globally, backed by a robust R&D platform. G1 Therapeutics, based in Research Triangle Park, N.C., aims to deliver next-generation cancer therapies with COSELA being its first commercial product.

The merger represents a strategic step to enhance the availability of critical cancer treatments and leverage the strengths of both organizations to meet the needs of cancer patients more effectively.