Menarini agreed to acquire Stemline Therapeutics under a transaction valued at up to $677 million, gaining rights to Elzonris (tagraxofusp), the companies announced Monday. The targeted therapy, which is directed to CD123, is currently approved in the US for the treatment of adult and paediatric patients, two years or older, with blastic plasmacytoid dendritic cell neoplasm (BPDCN).
"Stemline is an excellent fit for Menarini, enabling us to expand our presence in the US with an established biopharmaceutical company focused on developing oncology therapeutics," remarked Elcin Barker Ergun, CEO of Menarini. Meanwhile, Stemline chief executive Ivan Bergstein said the transaction "will deliver immediate and significant cash value to our shareholders, while also allowing our shareholders to participate in the future upside of Elzonris' European launch."
Under the terms of the agreement, Menarini will offer Stemline shareholders a total potential consideration of $12.50 per share, consisting of an upfront payment of $11.50 in cash, which represents a premium of more than 140% to Stemline's closing price on May 1, and one contingent value right (CVR) worth an additional $1.00 in cash per share. The CVR would be payable on completion of the first sale of Elzonris in BPDCN in France, Germany, Italy, Spain or the UK following approval of the drug in Europe, where it is currently under review, on or before December 31 of next year.
Stemline indicated that it will continue to develop additional applications of Elzonris, which generated $43.2 million in net revenue in 2019, for patients with difficult-to-treat diseases and cancers, while Menarini will also enable global expansion by leveraging its infrastructure in Europe and other areas outside the US. Aside from BPDCN, Elzonris is being investigated as a potential treatment for relapsed or refractory myelofibrosis, as well as for acute myeloid leukaemia.
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter.
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