Press Release: Sanofi to acquire Inhibrx, Inc., adding potential
best-in-class rare disease asset for Alpha-1 Antitrypsin Deficiency
to pipeline
Sanofi to acquire Inhibrx, Inc., adding
potential best-in-class rare disease asset for Alpha-1 Antitrypsin
Deficiency to pipeline
- Acquisition supports Sanofi’s
portfolio growth strategy and complements 30-year heritage in rare
diseases and proven industry leadership in immunology and
inflammation
- For each Inhibrx share, Inhibrx
shareholders will receive $30.0 in cash, a contingent value right
(CVR) of $5.0 and 0.25 shares of a new publicly traded company that
will retain Inhibrx’s non-INBRX-101 assets (“New
Inhibrx”)
Paris, January 23, 2024. Sanofi
and Inhibrx, Inc. (“Inhibrx”), a publicly traded clinical-stage
biopharmaceutical company focused on developing a broad pipeline of
novel biologic therapeutic candidates, have entered into a
definitive agreement under which Sanofi has agreed to acquire
Inhibrx following the spin-off of non-INBRX-101 assets into New
Inhibrx. INBRX-101 is a human recombinant protein that holds the
promise of allowing Alpha-1 Antitrypsin Deficiency (AATD) patients
to achieve normalization of serum AAT levels with less frequent
(monthly vs. weekly) dosing. AATD is an inherited rare disease
characterized by low levels of AAT protein, predominantly affecting
the lung with progressive deterioration of the tissue. INBRX-101
may help to reduce inflammation and prevent further deterioration
of lung function in affected individuals.
Houman Ashrafian Head of
Research and Development, Sanofi “The addition of INBRX-101 as
a high potential asset to our rare disease portfolio reinforces our
strategy to commit to differentiated and potential best-in-class
products. 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 and address the needs of the underserved AATD patients and
communities.”
INBRX-101 has successfully completed a Phase 1
trial, demonstrating positive results in terms of safety and
pharmacokinetics and is currently enrolling a Phase 2 clinical
trial to further evaluate the potential of INBRX-101 as a treatment
for AATD. If successful, INBRX-101 could offer a significant
improvement in the treatment options and quality of life for AATD
patients.
Transaction Terms
Under the terms of the merger agreement, Sanofi
and Inhibrx have agreed to the following:
- Sanofi will acquire all outstanding
shares of Inhibrx for $30.0 per share in cash, representing an
equity value of approximately $1.7 billion (on a fully diluted
basis);
- Inhibrx’s shareholders will receive
one non-transferable CVR per Inhibrx share, which will entitle its
holder to receive a deferred cash payment of $5.0, conditioned upon
the achievement of a regulatory milestone. Assuming the conditions
of the CVR are met, this would represent additional cash
consideration of approximately $296 million for Inhibrx’s
shareholders;
- Sanofi will be responsible for the
satisfaction of Inhibrx’s currently outstanding third-party
debt;
- Inhibrx’s shareholders will receive
0.25 shares of the newly created entity New Inhibrx per Inhibrx
share. New Inhibrx will be capitalized with $200 million of cash at
distribution;
- Sanofi will retain an 8% equity
stake in New Inhibrx.
New Inhibrx will retain non-INBRX-101 assets,
notably including its immuno-oncology pipeline (INBRX-109,
INBRX-106, INBRX-105), as well as Inhibrx assets not related to
INBRX-101 and Inhibrx’s employees. It will be led by Mark P. Lappe,
Founder and CEO of Inhibrx, as Chairman and CEO of New Inhibrx, and
will continue to operate under the Inhibrx name.
The transaction was unanimously approved by both
the Sanofi and Inhibrx Boards of Directors.
Sanofi’s acquisition of Inhibrx is subject to
the completion of the New Inhibrx spin-off transaction and other
customary closing conditions, including receipt of regulatory
approvals and approval by Inhibrx’s shareholders. The companies
expect the transaction to close in the course of Q2 2024.
Sanofi expects to finance the transaction with
available cash resources.
Lazard is acting as exclusive financial advisor
to Sanofi and Weil, Gotshal & Manges LLP is acting as its legal
counsel. Centerview Partners LLC is acting as exclusive financial
advisor to Inhibrx and Paul, Weiss, Rifkind, Wharton and Garrison
LLP is serving as legal counsel.
About INBRX-101INBRX-101 is a recombinant human
AAT-Fc fusion protein that is under development for the treatment
of alpha-1 antitrypsin deficiency (AATD)]. INBRX-101 works by
inhibiting neutrophil elastase, an enzyme responsible for lung
tissue damage in AATD patients.
AATD is an inherited rare disease of the lungs
and liver (~15% of cases) characterized by low levels of AAT
protein, a neutrophil elastase inhibitor, causing progressive
deterioration of the tissue. About Inhibrx,
Inc. Inhibrx is a clinical-stage biopharmaceutical
company focused on developing a broad pipeline of novel biologic
therapeutic candidates in oncology and orphan diseases. Inhibrx
utilizes diverse methods of protein engineering to address the
specific requirements of complex target and disease biology,
including its proprietary protein engineering
platforms. Inhibrx is listed on NADAQ: INBX
About Sanofi We are an innovative
global healthcare company, driven by one purpose: we chase the
miracles of science to improve people’s lives. Our team, across
some 100 countries, is dedicated to transforming the practice of
medicine by working to turn the impossible into the possible. We
provide potentially life-changing treatment options and life-saving
vaccine protection to millions of people globally, while putting
sustainability and social responsibility at the center of our
ambitions. Sanofi is listed on EURONEXT: SAN and NASDAQ:
SNY
Media Relations Sandrine
Guendoul | + 33 6 25 09 14 25
| sandrine.guendoul@sanofi.com Sally Bain | +
1 617 834 6026 | sally.bain@sanofi.com Timothy
Gilbert | + 1 516 521 2929 |
timothy.gilbert@sanofi.com
Investor Relations Eva
Schaefer-Jansen | + 33 7 86 80 56 39
| eva.schaefer-jansen@sanofi.com Arnaud
Delépine | + 33 6 73 69 36 93 |
arnaud.delepine@sanofi.com Corentine
Driancourt | + 33 6 40 56 92 21 |
corentine.driancourt@sanofi.com Felix
Lauscher | + 1 908 612 7239 |
felix.lauscher@sanofi.com Tarik
Elgoutni| + 1 617 710 3587 |
tarik.elgoutni@sanofi.com Nathalie
Pham | + 33 7 85 93 30 17 |
nathalie.pham@sanofi.com
Sanofi Forward-Looking
Statements This press release contains
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking
statements are statements that are not historical facts. These
statements include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future financial results, events,
operations, services, product development and potential, and
statements regarding future performance. Forward-looking statements
are generally identified by the words “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “plans” and
similar expressions. Although Sanofi’s management believes
that the expectations reflected in such forward-looking statements
are reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Sanofi, that could cause actual results and
developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and
statements. These risks and uncertainties include among other
things, the uncertainties inherent in research and development,
future clinical data and analysis, including post marketing,
decisions by regulatory authorities, such as the FDA or the EMA,
regarding whether and when to approve any drug, device or
biological application that may be filed for any such product
candidates as well as their decisions regarding labelling and other
matters that could affect the availability or commercial potential
of such product candidates, the fact that product candidates if
approved may not be commercially successful, the future approval
and commercial success of therapeutic alternatives, Sanofi’s
ability to benefit from external growth opportunities, to complete
related transactions and/or obtain regulatory clearances, risks
associated with intellectual property and any related pending or
future litigation and the ultimate outcome of such litigation,
trends in exchange rates and prevailing interest rates, volatile
economic and market conditions, cost containment initiatives and
subsequent changes thereto, and the impact that pandemics or other
global crises may have on us, our customers, suppliers, vendors,
and other business partners, and the financial condition of any one
of them, as well as on our employees and on the global economy as a
whole. The risks and uncertainties also include the uncertainties
discussed or identified in the public filings with the SEC and the
AMF made by Sanofi, including those listed under “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statements” in
Sanofi’s annual report on Form 20-F for the year ended December 31,
2022. Other than as required by applicable law, Sanofi does not
undertake any obligation to update or revise any forward-looking
information or statements.
Inhibrx Forward-Looking
Statements Inhibrx cautions you that statements
contained in this press release regarding matters that are not
historical facts are forward-looking statements. These statements
are based on Inhibrx's current beliefs and expectations. These
forward-looking statements include, but are not limited to,
statements regarding: Inhibrx's and its investigators' judgments
and beliefs regarding the strength of Inhibrx's pipeline and the
observed safety and efficacy to date of its therapeutic candidates;
whether a trial is registration-enabling; future clinical
development of Inhibrx's therapeutic candidates, including any
potential for approval or accelerated approval or implication that
the results of earlier clinical trials or studies will be
representative of later clinical trials. Actual results may differ
from those set forth in this press release due to the risks and
uncertainties inherent in Inhibrx's business, including, without
limitation, risks and uncertainties regarding: the initiation,
timing, progress and results of its preclinical studies and
clinical trials, and its research and development programs; its
ability to advance therapeutic candidates into, and successfully
complete, clinical trials; its interpretation of preclinical data
and initial, interim or preliminary data from its clinical trials,
including interpretations regarding disease control and disease
response; the timing or likelihood of regulatory filings and
approvals; the successful commercialization of its therapeutic
candidates, if approved; the pricing, coverage and reimbursement of
its therapeutic candidates, if approved; its ability to utilize its
technology platform to generate and advance additional therapeutic
candidates; the implementation of its business model and strategic
plans for its business and therapeutic candidates; its ability to
successfully manufacture therapeutic candidates for clinical trials
and commercial use, if approved; its ability to contract with
third-party suppliers and manufacturers and their ability to
perform adequately; the scope of protection it is able to establish
and maintain for intellectual property rights covering its
therapeutic candidates; its ability to enter into strategic
partnerships and the potential benefits of these partnerships; its
estimates regarding expenses, capital requirements and needs for
additional financing and financial performance; and other risks
described from time to time in the "Risk Factors" section of its
filings with the U.S. Securities and Exchange Commission, including
those described in its Annual Report on Form 10-K as well as its
Quarterly Reports on Form 10-Q, and supplemented from time to time
by its Current Reports on Form 8-K. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof, and Inhibrx undertakes no obligation to
update these statements to reflect events that occur or
circumstances that exist after the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary
statement, which is made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
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