Sanofi to buy Inhibrx in deal worth up to $2.2B

23 Jan 2024
www.biopharmadive.com
AcquisitionPhase 2
Sanofi on Tuesday said it will acquire San Diego biotechnology company Inhibrx in a complex deal that could be worth up to $2.2 billion.
The focus of the deal is an experimental drug Inhibrx is developing for a rare lung disease known as alpha-1 antitrypsin deficiencyalpha-1 antitrypsin deficiency. Sanofi will acquire the drug via a buyout of Inhibrx following the spinout of the biotech’s other assets and employees into a new publicly traded company that will inherit the Inhibrx name.
Per deal terms, Sanofi is paying $30 per Inhibrx share, which represents about $1.7 billion in equity value. The French pharmaceutical company has also agreed to pay another roughly $296 million via a financial instrument known as a contingent value right, which would become due if an unspecified “regulatory achievement” is met. Sanofi is also assuming Inhibrx’s debt.
The drug that caught Sanofi’s eye, dubbed INBRX-101, is a recombinant protein designed to block an enzyme that’s involved in inflammation and lung tissue damage in people with alpha-1 antitrypsin deficiencyalpha-1 antitrypsin deficiency, or AATD. The disease primarily affects the lungs, but can also harm the liver. Symptoms typically begin with shortness of breath and reduced exercise capacity, but later progress to emphysema.
AATD is estimated to affect about one in 1,500 to 3,500 people with European ancestry.
“With our expertise in rare diseases and growing presence in immune-mediated respiratory conditions, INBRX-101 will complement our approach to deploy R&D efforts in key areas of focus,” said Houman Ashrafian, Sanofi’s head of R&D, in a statement.
INBRX-101 is currently being tested in a Phase 2 trial, with results due in late 2024. In September, Italy’s Chiesi Farmaceutici opted not to license ex-U.S. rights, allowing Inhibrx to retain full ownership of the drug and setting the stage for Tuesday’s deal with Sanofi.
Other companies are working on drugs for AATD, most notably Vertex Pharmaceuticals, which has shelved several experimental compounds after they didn’t pan out in early testing. The company is continuing to invest in AATD drug research, as are two newly launched startups. Arrowhead Pharmaceuticals also has an experimental medicine in late-stage testing.
Outside of INBRX-101, the rest of Inhibrx’s drug programs will be spun out into the new company, which will be led by Inhibrx CEO and founder Mark Lappe. The spinout and acquisition structure of the deal is similar to what Pfizer did in buying Biohaven Pharmaceuticals to get access to that company’s migraine medicines.
Both companies’ boards of directors have approved the buyout, which is subject to the completion of the spinoff transaction and standard regulatory conditions. They expect the deal to close in the second quarter.
Sanofi will hold an 8% stake in the new company, which will be capitalized by $200 million in cash.
The acquisition is the sixth proposed drugmaker buyout so far this year, extending an upswing in industry dealmaking.
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