Commercial-stage oncology firm Epizyme Inc. (EPZM:NASDAQ), which is focused on developing novel medicines with fundamentally new mechanisms of action to address specific causes of solid tumors and hematological malignancies, and global biopharmaceutical company Ipsen SA (IPN:EPA; IPSEY:OTCMKTS) today announced that the two companies have entered into a definitive merger agreement.
Under the terms of the agreement, Ipsen will acquire 100% of Epizyme's outstanding shares for $1.45 per share in cash, which equates to an initial estimated aggregate consideration of $247 million. In addition, Epizyme's current shareholders will also receive a contingent value right (CVR) of $1.00 per share. The CVR's value is predicated upon the achievement of certain specific future sales milestones and regulatory approval for Epizyme's lead asset Tazverik® (tazemetostat), which was described in the release as a first-in-class U.S.-approved chemotherapy-free EZH2a inhibitor.
The report noted that the transaction has already been unanimously approved by each company's respective Board of Directors. The firms advised that the acquisition is expected to close by the end of Q3/22, subject to approval by a majority of Epizyme's shareholders, ordinary closing conditions and required regulatory waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act.
The report also noted that Ipsen's primary interest in purchasing Epizyme is to acquire the rights and ownership of the firm's leading medicine Tazverik®, which was granted accelerated approval by the U.S. Food and Drug Administration (FDA) in 2020.
The report indicated that "Tazverik is currently indicated for adults with relapsed or refractory follicular lymphoma (FL) whose tumors are positive for an EZH2 mutation as detected by an FDA-approved test and who have received at least two prior systemic therapies, and for adult patients with relapsed or refractory follicular lymphoma who have no satisfactory alternative treatment options, as well as for adults and pediatric patients aged 16 years and older with metastatic or locally advanced epithelioid sarcoma not eligible for complete resection."
Tazverik is currently being evaluated in the Phase 3 SYMPHONY-1 trial as a combination therapy together with rituximab and lenalidomide (R2) in patients who have been diagnosed with relapsed/refractory FL and who have previously received one or more therapeutic treatments.
With the purchase, Ipsen will gain ownership of other key Epizyme assets including EZM0414, an oral SETD2 inhibitor development candidate that received FDA Fast Track status and is now being studied in a Phase 1/1b trial in adult patients with relapsed or refractory multiple myeloma and diffuse large B-cell lymphoma.
Ipsen's CEO David Loew commented, "Through this agreement, we will expand our assets in oncology. Ipsen's capabilities and resources in oncology combined with Epizyme's will accelerate the growth of Tazverik to achieve its full potential in follicular lymphoma patients. The strength of data support Tazverik's positioning in patients with both EZH2 mutation positive and wild-type follicular lymphoma."
Epizyme's President and CEO Grant Bogle remarked, "We expect that this acquisition and Ipsen's commitment to invest in the oncology space will ensure our epigenetic pipeline continues to advance in a way we could not have done on our own to bring transformative cancer therapies to patients in need."
The company explained that "follicular lymphoma (FL) is a type of non-Hodgkin lymphoma (NHL) which is a cancer of the lymphatic system." The firm listed that every year about 15,000 to 20,000 people are diagnosed with follicular lymphoma in the U.S. with most of them being diagnosed as advanced FL cases.
Epizyme is a commercial-stage biopharmaceutical company based in Cambridge, Mass., that endeavors to develop targeted medicines with fundamentally new mechanisms of action directed at specific causes of hematological malignancies and solid tumors. In doing so, the firm aims to rewrite the standard of care treatment for cancer with these novel epigenetic medicines.
Ipsen S.A. is a global biopharma firm headquartered in Boulogne-Billancourt, France. The company's commercial drug portfolio includes a wide variety of medicines for use in the areas of oncology, neurology, gastroenterology, cognitive disorders and rare diseases. The firm employs about 4,500 people worldwide and markets its medicines in more than 100 countries. Last year Ipsen generated approximately €2.6 billion in revenues from Specialty Care sales.
Epizyme began the day with a market cap of around $157.2 million with approximately 164.9 million shares outstanding and a short interest of about 6.7%. EPZM shares opened more than 60% higher today at $1.57 (+$0.616, +64.57%) over Friday's $0.954 closing price. The stock has traded today between $1.46 and $1.58 per share and closed at $1.48 (+$0.526, +55.14%).
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