Bristol-Myers Squibb To Expand Its Immuno-Oncology Pipeline with Agreement to Acquire Flexus Biosciences, Inc.
February 23 2015 - 7:00AM
Business Wire
- Gains full rights to Flexus’ lead
preclinical IDO1 inhibitor F001287 and the company’s broad IDO/TDO
discovery program
- Enables Bristol-Myers Squibb to
fully explore the potential of IDO/TDO targeted immunotherapies in
combination with its immuno-oncology portfolio
Bristol-Myers Squibb Company (NYSE: BMY) and Flexus Biosciences,
Inc. announced today the companies have signed a definitive
agreement under which Bristol-Myers Squibb will acquire all of the
outstanding capital stock of Flexus, a privately held biotechnology
company focused on the discovery and development of novel
anti-cancer therapeutics. The transaction has a potential total
consideration of $1.25 billion, including $800 million upfront and
development milestones that, upon achievement, could total up to
$450 million. The transaction has been approved by the boards of
directors of both companies and by the stockholders of Flexus.
The acquisition will give Bristol-Myers Squibb full rights to
F001287, Flexus’ lead preclinical small molecule IDO1-inhibitor
targeted for IND filing in the second half of 2015. In addition,
Bristol-Myers Squibb will acquire Flexus’ IDO/TDO discovery program
which includes its IDO-selective, IDO/TDO dual and TDO-selective
compound libraries. A newly formed entity established by the
current shareholders of Flexus will retain, from and after the
closing, all non-IDO/TDO assets of Flexus including those related
to Flexus’ Phase 1 FLT3 and CDK4/6 inhibitor, its earlier stage
small-molecule Treg cancer immunotherapy programs, and its current
personnel and facilities.
“Bristol-Myers Squibb is committed to leading scientific
advances in immuno-oncology and our acquisition of Flexus will
expand our innovative pipeline with an important approach to
enhancing immune responses in cancer,” said Francis Cuss, MB BChir,
FRCP, executive vice president and chief scientific officer,
Bristol-Myers Squibb. “With the addition of a potentially
best-in-class IDO1 inhibitor and the broad IDO/TDO programs,
Bristol-Myers Squibb will accelerate its ability to explore
numerous immunotherapeutic approaches across tumor types, including
combinations with our biologic checkpoint and co-stimulatory agents
that target different and complementary pathways.”
“Bristol Myers Squibb is a recognized leader in the cancer
immunotherapy field, and we are delighted with the opportunity to
have their organization advance the development of our potentially
best-in-class IDO/TDO inhibitors and to bring more innovative
cancer immunotherapies to patients,” said Terry Rosen, Ph.D., Chief
Executive Officer of Flexus Biosciences. “With the consummation of
this acquisition, we will continue to advance our oncology and
immuno-oncology pipeline of Agents for Reversal of Tumor
Immunosuppression (ARTIS) in the newly created spin-off, with the
strong support of our committed group of investors.”
Bristol-Myers Squibb and Flexus anticipate the transaction will
close during the first quarter of 2015. Closing of the transaction
is subject to customary closing conditions, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act.
Citi acted as exclusive advisor to Flexus on the transaction and
Gunderson Dettmer acted as legal counsel. Kirkland & Ellis LLP
is serving as legal advisor to Bristol-Myers Squibb in connection
with the transaction.
About IDO/TDO
IDO and TDO are enzymes expressed by many tumor cells and cells
in the surrounding microenvironment that suppress T-cell function
by producing a potent immunosuppressive factor, kynurenine, thus
inhibiting the immune system from identifying and destroying
certain types of tumors. IDO/TDO inhibitors reduce kynurenine
production enabling the immune system to attack tumors more
effectively. Given the immuno-modulatory effects of IDO/TDO
inhibitors, strong scientific rationale supports exploring
combination regimens with immunotherapies where synergistic
activity may enhance long-term survival benefits for patients.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious diseases. For more
information, please visit www.bms.com or follow us on Twitter at
http://twitter.com/bmsnews.
About Flexus
Founded in 2013, Flexus is a biotechnology company focused on
the discovery, development, and commercialization of small-molecule
cancer immunotherapies targeting regulatory T cells. The
company is leveraging unexploited insights in immunology to
discover Agents for Reversal of Tumor Immunosuppression (ARTIS).
This disruptive approach to cancer therapy targets that which is
common to all tumors, the host immune system.
Flexus, located in San Carlos, CA, has raised $38M in funding
from blue-chip investors Kleiner Perkins Caufield & Byers
(KPCB), The Column Group (TCG), and Celgene. Flexus has assembled a
management and R&D leadership team with a proven track record
of success and an advisory group and team of scientists with
unparalleled knowledge and expertise in drug discovery and
translational sciences essential to execution of the ARTIS
approach. For more information, please
visit www.flexusbio.com.
Bristol-Myers Squibb Forward-Looking Statement
This press release contains "forward-looking statements"
relating to the acquisition of Flexus by Bristol-Myers Squibb and
the discovery, development and commercialization of certain
investigational compounds. Such forward-looking statements are
based on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change
any of them, and could cause actual outcomes and results to differ
materially from current expectations. No forward-looking statement
can be guaranteed. Among other risks, there can be no guarantee
that the acquisition will be completed, or if it is completed, that
it will close within the anticipated time period or that the
expected benefits of the acquisition will be realized. The actual
financial impact of this transaction may differ from the expected
financial impact described in this press release. In addition, the
compounds described in this release are subject to all the risks
inherent in the drug development process, and there can be no
assurance that the development of these compounds will be
successful. Forward-looking statements in the press release should
be evaluated together with the many uncertainties that affect
Bristol-Myers Squibb's business, particularly those identified in
the cautionary factors discussion in Bristol-Myers Squibb's Annual
Report on Form 10-K for the year ended December 31, 2014, its
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Bristol-Myers Squibb undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Bristol-Myers SquibbMedia:Ken Dominski,
609-252-5251ken.dominski@bms.comorSarah Koenig,
609-252-4145sarah.koenig@bms.comorInvestors:Ranya Dajani,
609-252-5330ranya.dajani@bms.comorFlexusMedia and
InvestorsYujiro Hata, 650-489-9009Flexus Chief Operating
Officeryhata@flexusbio.com
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