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Bristol-Myers Squibb (NYSE:BMY) agreed to purchase cancer drug maker Mirati Therapeutics (NASDAQ:MRTX) for about $4.8 billion.
Bristol-Myers (BMY) agreed to acquire Mirati for $58.00 per share in cash, for a total equity value of $4.8 billion, according to a statement on Sunday. Mirati (MRTX) holders will also receive one non-tradeable Contingent Value Right for each Mirati share held, potentially worth $12.00 per share in cash, representing an additional $1 billion of value.
The takeover comes after Mirati (MRTX) shares surged 45% on Thursday amid a Bloomberg report that suggested the company may be a takeover target.
Mirati (MRTX) shares closed at $60.20 on Friday. The acquistion represents a 52% premium to the 30-day VWAP as of Oct. 4, the day before takeover speculation was released.
“We are excited to add these assets to our portfolio and to accelerate their development as we seek to deliver more treatments for cancer patients,” said Giovanni Caforio, Chief Executive Officer and Board Chair of Bristol-Myers, in the statement.
The report on Thursday followed a Bloomberg item in November that Mirati (MRTX) was drawing interest from large pharmaceutical companies ahead of updates on its drug pipeline. The company has received interest in previous years without a deal coming to fruition.
Mirati’s KRAS lung cancer drug Krazati received FDA accelerated approval for NSCLC with G12C mutations in December. Mirati is expected to release additional Phase 3 data on Krazati later this month.
“With multiple targeted oncology assets including KRAZATI, Mirati is another important step forward in our efforts to grow our diversified oncology portfolio and further strengthen Bristol Myers Squibb’s pipeline for the latter half of the decade and beyond,” Chris Boerner, Ph.D., BMYf Operating Officer and Chief Executive Officer-Elect, said in the statement.
The transaction is expected to be treated as a business combination and to be dilutive to Bristol-Myers (BMY) non-GAAP earnings per share by approximately $0.35 per share in the first 12 months after the transaction closes.
The acquisition is expected to close by the first half of next year, subject to customary closing conditions. Bristol-Myers (BMY) expects to finance the acquisition with a combination of cash and debt.
The $12 per share contingent value right, or CVR, will be payable upon acceptance by U.S. FDA of a new drug application for MRTX1719 for the treatment of either locally advanced or metastatic NSCLC in patients who have received no more than two prior lines of systemic therapy within seven years after the closing of the merger.
“While not confirmed, shares now reflect a potential takeout premium,” wrote BMO analysts on Friday, raising their price target for Mirati to $72 from $31.
BMO also increased its peak market penetration estimate for Krazati to 30% as a second-line treatment for G12C NSCLC patients to reflect the possibility that Amgen’s (AMGN) lung cance drug Lumakras won’t receive full approval.
