TRC Cap­i­tal's mi­ni-ten­der of­fer ir­ri­tates a flus­tered Bio­gen

TRC Cap­i­tal’s trade­mark mi­ni-ten­der of­fer strat­e­gy has peev­ed an ane­mic Bio­gen, which is still lick­ing its wounds fol­low­ing the cat­a­stroph­ic fail­ure of its Alzheimer’s drug ad­u­canum­ab.

On Mon­day, Bio­gen said it had learned that TRC has sought to pur­chase up to 500,000 shares of Bio­gen’s stock at a price of $216.25 per share in cash, which is a dis­count of 4.41% to the clos­ing price of the drug­mak­er’s shares on May 10 — the last busi­ness day pri­or to the com­mence­ment of the of­fer.

“Bio­gen does not en­dorse TRC Cap­i­tal’s un­so­licit­ed mi­ni-ten­der of­fer and rec­om­mends that stock­hold­ers do not ten­der their shares in re­sponse to TRC Cap­i­tal’s of­fer…,” the com­pa­ny said in a state­ment, urg­ing its share­hold­ers to ex­er­cise cau­tion.

In­vestors tend to flock to ten­der of­fers be­cause they pro­vide the rare prospect of sell­ing se­cu­ri­ties at a pre­mi­um above mar­ket price. How­ev­er,  mi­ni-ten­der of­fers – for less than 5% of a com­pa­ny’s stock — can catch the un­sea­soned in­vestor by sur­prise, as they may as­sume that the price of­fered in­cludes the pre­mi­um usu­al­ly present in larg­er ten­der of­fers. Even­tu­al­ly, they learn that they can­not with­draw from the of­fer and may end up sell­ing their shares at be­low-mar­ket prices.

An­oth­er per­ti­nent dif­fer­ence is that mi­ni-ten­der of­fers typ­i­cal­ly do not pro­vide the same dis­clo­sure and pro­ce­dur­al pro­tec­tions as tra­di­tion­al ten­der of­fers.

“With most mi­ni-ten­der of­fers, in­vestors typ­i­cal­ly feel pres­sured to ten­der their shares quick­ly with­out hav­ing sol­id in­for­ma­tion about the of­fer or the peo­ple be­hind it. And they’ve been shocked to learn that they gen­er­al­ly can­not with­draw from mi­ni-ten­der of­fers,” the SEC has warned.

For TRC, their trade­mark strat­e­gy is win­ning, as it al­lows them to ag­gres­sive­ly pur­sue a ‘buy low, sell high’ scheme. They launch the mi­ni-ten­der of­fer and then have the op­por­tu­ni­ty of sell­ing any shares ten­dered to pock­et the dif­fer­ence.

Just this year, they have var­i­ous mi­ni-ten­der of­fers across the in­dus­try, trig­ger­ing the ire of com­pa­nies such as Pep­si­Co, Visa, Northrop Grum­man and DXC Tech­nol­o­gy. TRC has al­so made a num­ber of such of­fers in the past with­in the field of bio­phar­ma, to com­pa­nies in­clud­ing Pfiz­erAlex­ion and Io­n­is.

TRC’s Bio­gen of­fer — sched­uled to ex­pire on June 12 — con­sti­tutes 0.26% of Bio­gen shares out­stand­ing, as of the May 13.

But the Cam­bridge, Mass­a­chu­setts-based drug­mak­er $BI­IB has big­ger prob­lems on its plate. The bell­wether biotech — ahead of the com­pe­ti­tion for its flag­ship SMA treat­ment Spin­raza — has beefed up its board in re­cent months to pla­cate its in­creas­ing­ly dis­en­chant­ed share­hold­er base that has seen the com­pa­ny cul­ti­vate its late-stage pipeline around the all-but-dead amy­loid be­ta ap­proach. Its crit­ics are less wor­ried about the board, and more in­ter­est­ed in M&A, giv­en the com­pa­ny’s parched pipeline and the po­ten­tial for stag­nant long-term growth.


Im­age Source: Shut­ter­stock

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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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

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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Ted Ashburn. Oncorus

Cowen, Per­cep­tive lead $79.5M Se­ries B for 's­tand­out' biotech shep­herd­ing on­colyt­ic virus to clin­ic

As several Big Pharma players secure biotech partners in the oncolytic virus space for new immuno-oncology combos, Cowen and Perceptive Advisors have come out with their own bet on a startup that promises to shine.

The marquee investors are joining MPM, Deerfield, Celgene, Astellas, Arkin and UBS in backing the drug developer, Oncorus, which will now deploy the $79.5 million in Series B cash toward clinical development of its lead program. Other new investors include Surveyor Capital, Sphera Funds, IMM Investment, QUAD Investment Management, UTC Investment, SV Investment Corp and Shinhan Investment-Private Equity, the last five of which are Korean-based funds.

Fu­til­i­ty analy­sis au­gurs de­feat in piv­otal tri­al test­ing of Nu­Cana's lead drug in metasta­t­ic pan­cre­at­ic can­cer

Nearly two years after making its public debut, UK-based NuCana’s mission to make chemotherapies more potent and safer was dealt a blow, after a pivotal study testing its lead experimental drug halted enrollment in a hard-to-treat advanced form of cancer, following a futility analysis.

The drug, Acelarin, is being evaluated for use in metastatic pancreatic cancer patients who were not considered suitable for combination chemotherapy. In the late-stage ACELARATE study — which compared the experimental drug against the chemotherapy gemcitabine — 200 patients had been enrolled by the sponsor, Clatterbridge Cancer Centre, before an analysis from an independent safety and data monitoring panel suggested the study’s main goal would not be met.

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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UP­DAT­ED: Pay­back? An­a­lysts say Sarep­ta was blind­sided by an FDA re­jec­tion dri­ven by reg­u­la­to­ry re­venge

In one of the least anticipated moves of the year, the FDA has rejected Sarepta’s application for an accelerated approval of its Duchenne MD drug golodirsen after fretting over safety issues.

In a statement that arrived after the bell on Monday, Sarepta explained the CRL, saying:

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Levi Garraway. Broad Institute via Youtube

Roche raids Eli Lil­ly for its next chief med­ical of­fi­cer as San­dra Horn­ing plans to step down

We found out Monday morning where Levi Garraway was headed after he left Eli Lilly as head of oncology R&D a few days ago. Roche named Garraway as their new chief medical officer, replacing Sandra Horning, who they say is retiring from the company.

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Af­ter a posse of Wall Street an­a­lysts pre­dict a like­ly new win for Sarep­ta, we're down to the wire on a crit­i­cal FDA de­ci­sion

As Bloomberg notes, most of the Wall Street analysts that cover Sarepta $SRPT are an upbeat bunch, ready to cheer on the team when it comes to their Duchenne MD drugs, or offer explanations when an odd setback occurs — as happened recently with a safety signal that was ‘erroneously’ reported last week.

Ritu Baral Cowen
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