Af­ter at­tacks from ac­tivist in­vestors and dis­ap­point­ing re­turns on share prices, Ra­dius Health has now agreed to new own­er­ship, a di­rec­tion re­sult­ing in leav­ing the Nas­daq.

Ra­dius Health, a biotech out of Mass­a­chu­setts with one ap­proved prod­uct in its ar­se­nal, an­nounced Thurs­day morn­ing that it agreed to be ac­quired by two VC firms: Gur­net Point Cap­i­tal and Pa­tient Square Cap­i­tal. The deal, worth around $890 mil­lion, will in­clude debt as­sump­tion and the pay­out of $1 CVR per share for in­vestors. And on top of that, Or­biMed is pro­vid­ing debt fi­nanc­ing.

Ra­dius Health’s sole ap­proved prod­uct is Tym­los, an os­teo­poro­sis drug ap­proved by the FDA back in 2017.

In­vestors ap­peared hap­py with the news, send­ing the stock $RDUS up 21% when the stock mar­ket opened Thurs­day and more than 45% over the last week. Ra­dius Health de­clined to com­ment.

Ra­dius out­lined in a state­ment an­nounc­ing the ac­qui­si­tion how it will ul­ti­mate­ly go down: An un­named en­ti­ty — joint­ly owned by Gur­net Point and Pa­tient Square — will buy all shares of Ra­dius for $10 each, tak­ing the com­pa­ny pri­vate. The of­fer in­cludes an ad­di­tion­al $1 CVR (con­tin­gent val­ue right), which will get paid out once Tym­los reach­es $300 mil­lion in net sales in any 12-month pe­ri­od be­fore the end of 2025.

The deal is ex­pect­ed to close some­time in Q3 this year.

Owen Hugh­es

Ra­dius Health chair­man Owen Hugh­es added in a press re­lease that the ac­qui­si­tion was unan­i­mous­ly ap­proved by the biotech’s board, adding, “We are con­fi­dent that this trans­ac­tion max­i­mizes val­ue for share­hold­ers and pro­vides the clear­est path for­ward for Ra­dius.”

In­clud­ing the CVR pay­ment, Ra­dius share­hold­ers will re­ceive up to $547 mil­lion ag­gre­gate in cash.

This is the lat­est step for a com­pa­ny that has un­der­gone a re­cent ex­ec­u­tive team shake­up in 2020 and has been un­der fire by ac­tivist in­vestors, who had been call­ing for Ra­dius to add three new mem­bers to the board. Ve­lan Cap­i­tal In­vest­ment Man­age­ment and Reper­toire Part­ners, col­lec­tive­ly own­ing more than 7%, had al­leged ear­li­er this month that the di­rec­tors ex­e­cut­ed a bad com­mer­cial strat­e­gy for Tym­los and are un­qual­i­fied to serve be­cause they own close to no shares in the com­pa­ny.

Ve­lan and Reper­toire said in a state­ment about the ac­qui­si­tion that “we are con­tin­u­ing to eval­u­ate whether this deal rep­re­sents a fair price for stock­hold­ers. We look for­ward to dis­cussing the terms of this trans­ac­tion with oth­er stock­hold­ers and re­view­ing fur­ther dis­clo­sures about the ra­tio­nale and process lead­ing up to this de­ci­sion.”

Just a few months ear­li­er in De­cem­ber last year, a poor da­ta read­out show­ing that a drug did not achieve non-in­fe­ri­or­i­ty sent the share price crash­ing by more than 40%.

CEO Kel­ly Mar­tin joined the com­pa­ny back in 2020, a few years af­ter sell­ing his pre­vi­ous biotech Elan for $8.6 bil­lion in 2013 to Per­ri­go Com­pa­ny, the phar­ma that fea­tured now-ex chair at Bausch Health Joe Pa­pa as its chair­man for al­most a decade.

An­a­lysts hopped on­to the re­cent news, with an­a­lysts from both Jef­feries and SVB Se­cu­ri­ties pre­dict­ing a price tar­get of $10 a share. From Jef­feries:

The up­front cash & net debt as­sump­tion rep­re­sents ~3.3x RDUS’ FY22 guid­ed Tym­los sales, which we view as rea­son­able giv­en slow­ing Tym­los US sales. How­ev­er, it does not seem to of­fer much val­ue in Tym­los po­ten­tial in Japan & pipeline as­sets. We view a coun­ter­bid as un­like­ly at present.

SVB Se­cu­ri­ties con­curred with Jef­feries, adding:

Share­hold­er val­ue to be re­al­ized via ex­it elim­i­nates un­cer­tain­ty re­lat­ed to three key as­sets. Tym­los growth prospects could con­tin­ue to be con­strained by com­pet­i­tive and pay­er pres­sures.

An­a­lysts from SVB al­so added that they did not in­clude val­ue for the CVR as they mod­el Tym­los sales in the US and Japan to be be­low $300 mil­lion through the 2025 dead­line.

Months after Novavax celebrated its first profitable quarter as a commercial company, the Gaithersburg, MD-based company is back in the red.

Sales for Novavax’s Covid-19 vaccine slipped to $55 million last quarter, down from $586 million in Q1, CEO Stanley Erck revealed on Monday after market close. The company’s stock $NVAX plummeted more than 32% in after-hours trading.

Upon kicking off the call with analysts and investors, Erck addressed the elephant in the room:

Days after Enhertu reeled in another FDA nod, with the first-ever green light for HER2-low breast cancer, another antibody drug conjugate biotech claims it has secured the largest preclinical ADC pact to date for a single asset.

AstraZeneca and Daiichi Sankyo made waves with their nearly $7 billion collaboration back in spring 2019, but at that point, Enhertu was already nearing the FDA’s doors with clinical data. The latest ADC tie-up to enter the biopharma fray centers around a preclinical asset, Mersana Therapeutics’ XMT-2056.

The Senate won’t return from its summer recess until Sept. 6, but when it does, it officially has 18 business days to finalize the reauthorization of the FDA user fee programs for the next 5 years, or else thousands of drug and biologics reviewers will be laid off and PDUFA dates will vanish in the interim.

FDA commissioner Rob Califf recently sent agency staff a memo explaining how, “Our latest estimates are that we have carryover for PDUFA [Prescription Drug User Fee Act], the user fee funding program that will run out of funding first, to cover only about 5 weeks into the next fiscal year.”

Regulators didn’t keep AstraZeneca and Daiichi Sankyo waiting long at all for their latest Enhertu approval.

The partners pulled a win on Friday in HER2-low breast cancer patients who’ve already failed on chemotherapy, less than two weeks after its supplemental BLA was accepted. While this isn’t the FDA’s fastest approval — Bristol Myers Squibb won an OK for its blockbuster checkpoint inhibitor Opdivo in just five days back in March — it comes well ahead of Enhertu’s original Q4 PDUFA date.