Celgene Completes Acquisition of Receptos, Advancing Leadership in Immune-Inflammatory Diseases
August 27 2015 - 4:01PM
Business Wire
Significantly Enhances Celgene’s I&I
Franchise with the Addition of Ozanimod, Potentially a
Best-in-Class Oral Agent in Phase III Trials for Inflammatory Bowel
Disease and Multiple Sclerosis
Celgene Corporation (NASDAQ:CELG) today announced it has closed
its acquisition of Receptos, Inc. Receptos stockholders received
$232.00 per share in cash, for a total of approximately $7.2
billion, net of cash acquired. As a result of the completion of the
merger, the common stock of Receptos is no longer listed for
trading on the NASDAQ Global Market or any other exchange and
trading ceased at the close of the markets on Thursday, August 27,
2015.
Receptos stockholders who hold shares through a bank or broker
will not have to take any action to have their shares converted
into cash, since these conversions will be handled by the bank or
broker. Stockholders who hold stock certificates can surrender
their certificates for $232.00 per share in cash, without interest
and less any applicable withholding taxes, through the paying agent
for the merger, American Stock Transfer & Trust Company,
LLC.
The acquisition of Receptos significantly enhances Celgene’s
Inflammation & Immunology (I&I) portfolio, further
diversifies the Company’s expected revenue beginning in 2019, and
builds upon Celgene’s growing expertise in inflammatory bowel
disease (IBD). The transaction adds Ozanimod, a novel, potential
best-in-class, oral, selective sphingosine 1-phosphate 1 and 5
receptor modulator (S1P) to Celgene’s deep and diverse pipeline of
potential disease-altering medicines and investigational
compounds.
Based on clinical studies, Ozanimod demonstrated several areas
of potential advantage over existing oral therapies for the
treatment of ulcerative colitis (UC) and relapsing multiple
sclerosis (RMS), including its cardiac, hepatotoxicity and
lymphocyte recovery profile. The phase III TRUE NORTH trial in UC
is currently underway with data expected in 2018. The phase III
RADIANCE and SUNBEAM RMS trials are ongoing and data are expected
in the first half of 2017 to support a RMS approval in 2018.
Additionally, we believe Ozanimod is positioned to potentially
become the first S1P receptor modulator to be approved for IBD.
"The Receptos acquisition provides a transformational
opportunity for Celgene to impact multiple therapeutic areas,” said
Bob Hugin, Chairman and Chief Executive Officer of Celgene. “This
acquisition enhances our I&I portfolio and allows us to
leverage the investments made in our global organization to
accelerate our growth in the medium and long-term.”
Celgene has a strong scientific foundation in inflammation and
immunology that covers a broad spectrum of diseases. Anchored by
the successful global launch of OTEZLA® (apremilast) in psoriasis
and psoriatic arthritis, and new opportunities for expansion as a
result of the addition of the Receptos programs, Celgene’s I&I
pipeline now consists of three high-potential commercialized or
late-stage assets; OTEZLA, GED-0301 and Ozanimod. All three
candidates are in phase III development and encompass four
indications: Behçet’s disease, Crohn’s disease (CD), UC and RMS.
The pipeline also includes seven molecules in phase II development
in a variety of indications, including RPC4046 for eosinophilic
esophagitis (EoE), and a growing number of phase I and preclinical
assets.
About Ozanimod
Receptos' lead program, Ozanimod, is a sphingosine 1-phosphate 1
and 5 receptor small molecule modulator in development for
immune-inflammatory indications including IBD and RMS. Treatment
with S1P receptor modulators interferes with S1P signaling and
blocks the response of lymphocytes (a type of white blood cell) to
exit signals from the lymph nodes, sequestering them within the
nodes. The result is a downward modulation of circulating
lymphocytes and anti-inflammatory activity by inhibiting cell
migration to sites of inflammation. Patents supporting Ozanimod
were exclusively licensed to Receptos from The Scripps Research
Institute (TSRI). Receptos is also developing RPC4046, an
anti-interleukin-13 (IL-13) antibody for (EoE), an
allergic/immune-mediated orphan disease, as well as other pipeline
and pre-clinical stage compounds.
About Celgene
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global biopharmaceutical company engaged primarily in
the discovery, development and commercialization of innovative
therapies for the treatment of cancer and inflammatory diseases
through gene and protein regulation. For more information, please
visit www.celgene.com. Follow Celgene on Social
Media: @Celgene, Pinterest, LinkedIn and YouTube.
Forward-Looking Statements
This press release contains forward-looking statements, which
are generally statements that are not historical facts.
Forward-looking statements can be identified by the words
"expects," "anticipates," "believes," "intends," "estimates,"
"plans," "will," “outlook” and similar expressions. Forward-looking
statements are based on management’s current plans, estimates,
assumptions and projections, and speak only as of the date they are
made. We undertake no obligation to update any forward-looking
statement in light of new information or future events, except as
otherwise required by law. Forward-looking statements involve
inherent risks and uncertainties, most of which are difficult to
predict and are generally beyond our control. Actual results or
outcomes may differ materially from those implied by the
forward-looking statements as a result of the impact of a number of
factors, many of which are discussed in more detail in our Annual
Report on Form 10-K and our other reports filed with the Securities
and Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20150827005969/en/
Celgene CorporationPatrick E. Flanigan III, (908) 673-9969VP,
Investor RelationsorCelgene CorporationBrian Gill, (908)
673-9530VP, Corporate Communications
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