Novo Nordisk execs had only one drug on their mind when they came calling at Forma. Here's the inside story of their $1.1B buyout

16 Sep 2022
endpts.com
Novo Nordisk never hesitated in its pursuit of Forma’s sickle cell drug etavopivat. Dating back to the early part of 2021, Novo execs were reaching out to Forma to see if they could work out a collaboration. And from the start, Forma wasn’t much interested in that sort of an alliance.
But things got serious after Forma laid out its update on the program at ASH in early December.
The data were from a small Phase I trial, and Forma concluded:
Etavopivat administered for up to 12 weeks reduced anemia by significantly raising and sustaining hemoglobin levels. A hemoglobin increase >1 g/dL was experienced by 73.3 percent (11/15) of patients (p
Five days after their presentation, Novo execs were back at it, talking up a global license or asset buyout, according to the backgrounder of the deal filed with the SEC.
That still didn’t warrant anything other than a tepid “no thanks” from Forma, which didn’t put off Novo rare diseases chief Ludovic Helfgott one little bit.
Helfgott was back in January, talking up a global licensing deal for etavopivat, and the discussions eventually led Forma to suggest a co-promotion deal for the US.
That idea, though, didn’t go very far with Novo. They wanted the drug, and they had no interest in Forma’s oncology programs, including olutasidenib, FT-7051 and FT-3171.
And Novo was willing to put down some cold hard cash to make that happen, including $225 million upfront, another $200 million on the first US sale, $50 million for the first EU sale and another $250 million in sales milestones.
Novo Nordisk execs had only one drug on their mind when they came calling at Forma. Here's the inside story of their $1.1B buyout
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Source: Endpts
Frank Lee
Forma CEO Frank Lee, though, turned it down. Their sickle cell program represented essentially all the value of the company. And they weren’t going to let it go in a pact. He also didn’t go for Helfgott’s next idea: carving out sickle cell disease as a sole interest.
Lee wasn’t enthusiastic about that, and that’s when the buyout talks turned serious.
Novo’s first M&A offer came in at $410 million, plus a $120 million CVR tied to a first sale of the drug. By early August they came in with a $15.25 per share offer and a $2.40 CVR. But even after bumping the bid to $19 plus the CVR, Forma balked at the controversial bonus payout.
In the end, they took $20 per share, for a $1.1 billion buyout at a time Forma had about $350 million in cash.
The deal was inked on Sept. 1.
And what about olutasidenib? With Novo completely uninterested, Forma out-licensed it to Rigel for a mere $2 million upfront in early August.
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