Intra-Cellular Therapies, Inc.

In its $10 billion acquisition of Verona Pharma last month, Merck was the only company that placed a bid on the British biotech. Merck pulled off its $10 billion buyout of Verona Pharma last month with little of the wheeling and dealing that typically accompanies a big-money acquisition in the biopharma industry.In fact, Merck was the only company that made an offer to Verona, according to a Securities and Exchange Commission filing by the British company on Monday, which detailed its negotiations leading up to the transaction.The lack of interest came despite Verona scoring a landmark FDA approval a year ago for Ohtuvayre, the first new medicine for chronic obstructive pulmonary disorder (COPD) in more than a decade.The treatment, which is administered twice daily with a hand-held nebulizer, earned an advantageous nod as the U.S. regulator signed off on it to be used as a monotherapy or in combination with other COPD maintenance drugs. It has drawn annual peak sales projections of up to $5 billion.Verona’s efforts to attract suitors began in early 2023, as it and New York City investment advisory firm Centerview Partners conducted outreach with drugmakers who might be interested in a partnership or an outright acquisition, according to the filing.Those attempts drew interest from just one unidentified company (not Merck), which met with Verona in July 2023 and signed a nondisclosure agreement. But the company never made Verona an offer.In December 2023, Verona and Centerview agreed to begin another round of outreach, which attracted no substantial interest for more than a year. Then, in February of this year, Merck told Verona that a nondisclosure agreement—which they had signed in 2020—had expired. The companies signed a new one, without a “standstill provision,” which allowed them to freely discuss potential business development opportunities.Over the next few months, Verona met several times with Merck’s Human Health International chief Joseph Romanelli. Among the topics they discussed were Merck owning rights to Ohtuvayre either inside or outside of the U.S.Similarly, in early June, more than one third party, according to the filing, sent Verona a nonbinding term sheet concerning a potential collaboration on Ohtuvayre. A nonbinding term sheet allows a company to explore a potential transaction without making an offer. Then, on July 3, Merck proposed to buy out Verona for $104 per share and placed a five-day deadline on the offer. Later that day, Verona’s share price closed at $91.53.Also that day, after a meeting with its board, Verona made a counteroffer of $112 per share, prompting Merck to respond with a $107 per-share offer. On the deadline, July 8, the companies agreed to the deal, which was a 23% markup on Verona’s price at market close on July 8 and a 39% premium on the company’s 60-day volume-weighted average price.The transaction is the second-largest in the biopharma industry this year after Johnson & Johnson’s $14.6 billion buyout of Intra-Cellular Therapies. A regulatory filing after that deal indicated that it happened over the course of just one month and that J&J placed the lone bid on the company, which has schizophrenia and bipolar disorder drug Caplyta in its portfolio, along with another highly touted antipsychotic candidate. Merck’s move is part of its strategy to compensate for the loss of patent protection later this decade for its cancer superstar Keytruda, which accounted for more than 50% of the company’s revenue in the second quarter.In 2021, Merck spent $11.5 billion for Acceleron and its pulmonary arterial hypertension treatment, now known commercially as Winrevair. Then in 2023, the New Jersey company ponied up $10.8 billion for Prometheus and its late-stage bowel disease candidate PRA023.In 2023, Merck lost out in a bid to acquire Seagen as Pfizer snapped up the antibody-drug conjugate specialist for $43 billion. The run-up to that deal involved two other unidentified companies in a bidding war that is much more typical of a large biopharma acquisition. 

HENDERSON, Nev.--(BUSINESS WIRE)--Corstasis Therapeutics Inc. (www.corstasis.com), a late clinical-stage innovator of therapies that enhance options for the treatment of fluid overload in patients with cardiorenal and hepatic diseases, with the intent of lowering the overall cost of care, today announced that life science executive Sanjeev Narula has joined the company’s Strategic Advisory Board. Corstasis Therapeutics Announces Appointment of Sanjeev Narula to its Strategic Advisory Board “Sanjeev’s extensive strategic, financial and operational experience in large commercial-stage pharmaceutical companies make him a tremendous addition to our strategic advisory board,” said Benjamin Esque, Chairman and Chief Executive Officer of Corstasis Therapeutics Inc. “We expect Corstasis will benefit greatly from Sanjeev’s advice as we prepare our commercial strategy and pre-launch activities for Enbumyst™ ahead of its potential approval in September.” Mr. Narula most recently served as the Chief Financial Officer of Intra-Cellular Therapies, Inc., which he joined in 2024. During his tenure, he played a crucial role in expanding the commercial and operational capabilities of the company , which culminated in the successful acquisition of Intra-Cellular Therapies by Johnson & Johnson for $14.6 billion less than a year later. Before Intra-Cellular, Mr. Narula served as the first Chief Financial Officer of Viatris, which he joined in 2020 when the company was formed through the combination of Mylan and Upjohn, a division of Pfizer Inc. Prior to Viatris, he served as Chief Financial Officer at Upjohn, overseeing finance, procurement and business technology for all functions of the business, and held several other financial leadership positions during his 16 years at Pfizer. “I am excited to join Corstasis as a strategic advisor at this critical inflection point in the company’s journey, and look forward to contributing to its growth and capital strategy as it prepares for the potential launch of Enbumyst™,” said Mr. Narula. About Corstasis Therapeutics Corstasis Therapeutics is a late clinical-stage biopharmaceutical company whose mission is to develop and commercialize enhanced outpatient treatment options for patients with cardiorenal and hepatic diseases, with the intent of improving outcomes and reducing overall healthcare costs. Our lead product, Enbumyst™ bumetanide nasal spray, has been developed for the short-term treatment of edema associated with congestive heart failure, liver and kidney disease, with an anticipated PDUFA action date of September 14, 2025. For more information, please visit www.corstasis.com.

Plus, news about DiaMedica Therapeutics, Cantargia and Quetzal Therapeutics: Bristol Myers Squibb suffers late-stage miss in anemia: Patients with myelofibrosis-associated anemia taking Reblozyl were no more able than those on placebo to go three months without a red blood cell transfusion in a Phase 3 trial. There was a numerical and clinically meaningful improvement in transfusion independence favoring the product, which is intended to boost levels of a patient’s native red blood cells, BMS said . However, this was not significant at p=0.0674. BMS said it was “encouraged” by the results and would discuss filing plans with regulators. — Elizabeth Cairns Sanofi closes $9.1B acquisition of Blueprint Medicines: It’s the second largest biopharma deal of the year after Johnson & Johnson’s $14.6 billion buyout of Intra-Cellular Therapies in January. — Jaimy Lee DiaMedica Therapeutics’ Phase 2 success in pre-eclampsia: The biotech’s DM199 achieved prespecified safety and efficacy endpoints in the dose-escalation part of the mid-stage study, including dose-dependent reductions in systolic and diastolic blood pressure. There were no cases of placental transfer and no serious side effects in any cohort, the company said Thursday. — Ayisha Sharma Cantargia’s IL1RAP antibody flops: An open-label Phase 1b/2 study found a 40% overall response rate (ORR) among triple-negative breast cancer patients taking the Swedish biotech’s nadunolimab plus carboplatin and gemcitabine. It also produced a 43% ORR in a control group taking the latter two drugs. Addition of the drug did not alter the chemo’s safety profile, according to Cantargia. — Elizabeth Cairns Quetzal Therapeutics launches with $50M: The company has two assets: QTX-2101, a mid-stage oral arsenic trioxide therapy for acute promyelocytic leukemia, and QTX-2102, a preclinical antifungal and antiparasitic therapy. It’s run by Usman Ahmed, the former CEO of Nexus Pharmaceuticals. — Jaimy Lee