Be­hind the scenes of J&J’s $30B Acte­lion buy­out: Walk­outs, Sanofi’s blun­der and a $230M sweet­en­er

Sanofi may un­der­stand how to jump in­to a buy­out ne­go­ti­a­tion, but they still have a long way to go be­fore un­der­stand­ing how to close a big deal.

Joaquin Du­a­to (Cred­it: End­points News)

In a prospec­tus pub­lished ear­ly to­day, Acte­lion ex­plained how J&J’s Joaquin Du­a­to and Paul Stof­fels first broached a deal at the be­gin­ning of 2016, push­ing past a col­lab­o­ra­tion counter of­fer to ad­vance takeover talks right to the end of the year. And af­ter a tem­po­rary rup­ture, J&J came back to win the deal with a $30 bil­lion bid and a rich $230 mil­lion pact on an ex­per­i­men­tal ther­a­py that the Acte­lion board is spin­ning in­to a new com­pa­ny.

Last De­cem­ber, the French phar­ma gi­ant Sanofi was wide­ly iden­ti­fied as the big play­er that man­aged to push J&J away from ne­go­ti­a­tions that had ac­tu­al­ly be­gun at the start of 2016. Iden­ti­fied on­ly as Com­pa­ny A in J&J’s new­ly filed prospec­tus, Sanofi CEO Olivi­er Brandi­court came in with a high­er bid that J&J was un­will­ing to match. But af­ter J&J took its check­book and walked, Sanofi made a tac­ti­cal blun­der. From the prospec­tus:

Com­pa­ny A (Sanofi) in­di­cat­ed that it would on­ly be will­ing to pro­ceed with a trans­ac­tion on the ba­sis of a price low­er than its pre­vi­ous­ly com­mu­ni­cat­ed of­fer price and on dif­fer­ent terms, and that Com­pa­ny A had ex­ten­sive due dili­gence re­quests with re­spect to Acte­lion and its busi­ness. Lat­er that day, the Board of Di­rec­tors, with rep­re­sen­ta­tives of Nieder­er Kraft & Frey in at­ten­dance, con­sid­ered the nom­i­nal­ly high­er in­dica­tive price pro­posed by Com­pa­ny A, as well as the tenor and con­tent of man­age­ment’s meet­ings with Com­pa­ny A. Af­ter dis­cussing the sig­nif­i­cant un­cer­tain­ty pre­sent­ed by a po­ten­tial trans­ac­tion with Com­pa­ny A and the like­li­hood that a trans­ac­tion could ul­ti­mate­ly be reached with J&J at a de­sir­able price, the Board of Di­rec­tors au­tho­rized Mr. Gar­nier to re-en­gage with J&J be­cause the Board of Di­rec­tors con­sid­ered that this path was more like­ly to re­sult in a trans­ac­tion that would max­i­mize val­ue for Acte­lion and its share­hold­ers.

Even though the two fi­nal bids were al­most equiv­a­lent, Acte­lion de­cid­ed to stick with J&J CEO Alex Gorsky, who they trust­ed more, and Sanofi was shoved away for the last time. That was Sanofi’s sec­ond mis­take at the deal ta­ble. Pfiz­er had al­ready mus­cled past the com­pa­ny in its $14 bil­lion ac­qui­si­tion of Medi­va­tion.

In the end, Acte­lion split up the com­pa­ny, sell­ing the port­fo­lio of mar­ket­ed drugs while part­ner­ing on a pipeline that is spin­ning out in­to a new com­pa­ny with a bil­lion dol­lars in liq­uid­i­ty and some rich deal terms.

The prospec­tus al­so re­vealed that J&J has agreed to pay $230 mil­lion in cash to opt in on ACT 132577 — a metabo­lite of maci­ten­tan — at the end of an on­go­ing Phase II, pro­vid­ed they like the da­ta. If they do, then the two com­pa­nies will share de­vel­op­ment rights with a roy­al­ty for New­Co that starts at 20% and reach­es up to 35%.

As al­ready an­nounced, pones­i­mod and cada­zol­id, two late-stage pipeline prod­ucts, re­main with Acte­lion fol­low­ing the spin­out with a rev­enue shar­ing agree­ment in place with J&J.

Martin Shkreli [via Getty]

Pris­on­er #87850-053 does not get to add drug de­vel­op­er to his list of cred­its

Just days after Retrophin shed its last ties to founder Martin Shkreli, the biotech is reporting that the lead drug he co-invented flopped in a pivotal trial. Fosmetpantotenate flunked both the primary and key secondary endpoints in a placebo-controlled trial for a rare disease called pantothenate kinase-associated neurodegeneration, or PKAN.

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We­bi­nar: Re­al World End­points — the brave new world com­ing in build­ing fran­chise ther­a­pies

Several biopharma companies have been working on expanding drug labels through the use of real world endpoints, combing through the data to find evidence of a drug’s efficacy for particular indications. But we’ve just begun. Real World Evidence is becoming an important part of every clinical development plan, in the soup-through-nuts approach used in building franchises.

I’ve recruited a panel of 3 top experts in the field — the first in a series of premium webinars — to look at the practical realities governing what can be done today, and where this is headed over the next few years, at the prodding of the FDA.

ZHEN SU — Merck Serono’s Senior Vice President and Global Head of Oncology
ELLIOTT LEVY — Amgen’s Senior Vice President of Global Development
CHRIS BOSHOFF — Pfizer Oncology’s Chief Development Officer

A premium subscription to Endpoints News is required to attend this webinar. Please upgrade to either an Insider or Enterprise plan for access. Already have Endpoints Premium? Please sign-in below. You can contact our Subscriptions team at help@endpointsnews.com with any issues.

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Brian Kaspar. AveXis via Twitter

AveX­is sci­en­tif­ic founder fires back at No­var­tis CEO Vas Narasimhan, 'cat­e­gor­i­cal­ly de­nies any wrong­do­ing'

Brian Kaspar’s head was among the first to roll at Novartis after company execs became aware of the fact that manipulated data had been included in its application for Zolgensma, now the world’s most expensive therapy.

But in his first public response, the scientific founder at AveXis — acquired by Novartis for $8.7 billion — is firing back. And he says that not only was he not involved in any wrongdoing, he’s ready to defend his name as needed.

I reached out to Brian Kaspar after Novartis put out word that he and his brother Allen had been axed in mid-May, two months after the company became aware of the allegations related to manipulated data. His response came back through his attorneys.

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Hal Barron. GSK

GSK's Hal Bar­ron her­alds their sec­ond pos­i­tive piv­otal for cru­cial an­ti-BC­MA ther­a­py, point­ing to a push for quick OKs in a crowd­ed field

Hal Barron has his second positive round of Phase III data in hand for his anti-BCMA antibody drug conjugate belantamab mafodotin (GSK2857916). And GSK’s research chief says the data paves the way for their drive in search of an FDA approval for treating multiple myeloma.

It’s hard to overestimate the importance of this drug for GSK, a cornerstone of Barron’s campaign to make a dramatic impact on the oncology market and provide some long-lost excitement for the pharma giant’s pipeline. They’re putting this BCMA program at the front of that charge — looking to lead a host of rivals all aimed at the same target.

We don’t know what the data are yet, but DREAMM-2 falls on the heels of a promising set of data delivered 5 months ago for DREAMM-1. There investigators noted that complete responses among treatment-resistant patients rose to 15% in the extra year’s worth of data to look over, with a median progression-free survival rate of 12 months, up from 7.9 months reported earlier. The median duration of response was 14.3 months.

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UP­DAT­ED: An em­bold­ened As­traZeneca splurges $95M on a pri­or­i­ty re­view vouch­er. Where do they need the FDA to hus­tle up?

AstraZeneca is in a hurry.

We learned this morning that the pharma giant — not known as a big spender, until recently — forked over $95 million to get its hands on a priority review voucher from Sobi, otherwise known as Swedish Orphan Biovitrum.

That marks another step down on price for a PRV, which allows the holder to slash 4 months off of any FDA review time.

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Bob Smith, Pfizer

Pfiz­er is mak­ing a $500M state­ment to­day: Here’s how you be­come a lead play­er in the boom­ing gene ther­a­py sec­tor

Three years ago, Pfizer anted up $150 million in cash to buy Bamboo Therapeutics in Chapel Hill, NC as it cautiously stuck a toe in the small gene therapy pool of research and development.

Company execs followed up a year later with a $100 million expansion of the manufacturing operations they picked up in that deal for the UNC spinout, which came with $495 million in milestones.

And now they’re really going for it.

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Video: Putting the AI in R&D — with Badhri Srini­vasan, Tony Wood, Rosana Kapeller, Hugo Ceule­mans, Saurabh Sa­ha and Shoibal Dat­ta

During BIO this year, I had a chance to moderate a panel among some of the top tech experts in biopharma on their real-world use of artificial intelligence in R&D. There’s been a lot said about the potential of AI, but I wanted to explore more about what some of the larger players are actually doing with this technology today, and how they see it advancing in the future. It was a fascinating exchange, which you can see here. The transcript has been edited for brevity and clarity. — John Carroll

As­traZeneca’s Imfinzi/treme com­bo strikes out — again — in lung can­cer. Is it time for last rites?

AstraZeneca bet big on the future of their PD-L1 Imfinzi combined with the experimental CTLA-4 drug tremelimumab. But once again it’s gone down to defeat in a major Phase III study — while adding damage to the theory involving targeting cancer with a high tumor mutational burden.

Early Wednesday the pharma giant announced that their NEPTUNE study had failed, with the combination unable to beat standard chemo at overall survival in high TMB cases of advanced non-small cell lung cancer. We won’t get hard data until later in the year, but the drumbeat of failures will call into question what — if any — future this combination can have left.

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Why would Am­gen want to buy Alex­ion? An­a­lysts call hot­ly ru­mored takeover un­like­ly, but seize the mo­ment

A rumor that Amgen is closing in on buyout deal for Alexion has sparked a guessing game on just what kind of M&A strategy Amgen is pursuing and how much Alexion is worth.

Mizuho analyst Salim Syed first lent credence to the report out of the Spanish news outlet Intereconomía, which said Amgen is bidding as much as $200 per share. While the source may be questionable, “the concept of this happening doesn’t sound too crazy to me,” he wrote.