ImmunoGen, Inc. Announces $200 Million Non-Dilutive Royalty Transaction
March 30 2015 - 8:00AM
Business Wire
ImmunoGen, Inc. (Nasdaq: IMGN), a biotechnology company that
develops targeted anticancer therapeutics using its antibody-drug
conjugate (ADC) technology, today announced a $200 million
non-dilutive royalty transaction with funds managed by TPG Special
Situations Partners (“TSSP”).
In return for the payment to ImmunoGen, TSSP will have the right
to receive 100% of the royalty revenue on Kadcyla® commercial sales
that would otherwise be paid by Roche to ImmunoGen until TSSP has
received a total of either $235 million or $260 million, depending
on timing. After this threshold is met, if ever, ImmunoGen will
receive 85% of the Kadcyla royalty revenue and TSSP will receive
15% of the Kadcyla royalty revenue until this revenue stream ends.
The transaction is subject to the satisfaction of customary closing
conditions and is expected to close in early April 2015.
ImmunoGen had approximately $107 million in cash and cash
equivalents as of December 31, 2014. The transaction announced
today is expected to yield net proceeds to ImmunoGen of
approximately $194 million.
“With these funds, we are well positioned to implement strong
clinical development programs for our promising product candidates,
including initiation of potential registration trials as
appropriate,” commented David Johnston, EVP and Chief Financial
Officer. “This transaction has met our objectives of obtaining
significant cash while avoiding the dilutive effect of a stock
offering and retaining for our shareholders the majority of upside
from substantial Kadcyla sales development.”
ImmunoGen will provide updated guidance for its 2015 fiscal year
on April 24, 2015, when the Company reports its quarterly financial
results.
MTS Health Partners, L.P. served as financial advisor and Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal
advisor to ImmunoGen. Cooley LLP served as legal advisor to
TSSP.
About Kadcyla Royalties
Genentech, a member of the Roche Group, developed Kadcyla
(ado-trastuzumab emtansine) using ADC technology licensed from
ImmunoGen under a 2000 agreement established between the companies.
This agreement entitles ImmunoGen to receive royalties ranging from
3-5% on Kadcyla sales in countries where ImmunoGen holds valid
patents covering Kadcyla, and 2% in countries without relevant
ImmunoGen patents. ImmunoGen is entitled to receive royalties on
commercial Kadcyla sales in each country for ten years after the
launch of Kadcyla in that country. This period extends to twelve
years for each country in which ImmunoGen has valid claims in
relevant patents on the tenth anniversary of the commercial launch
of Kadcyla in that country.
About TPG Special Situations Partners
TSSP, with over $11 billion of assets under management as of
December 31, 2014, is the dedicated credit platform of TPG, a
leading global private investment firm founded in 1992. TSSP has
extensive experience with highly complex, global public and private
investments executed through primary originations, secondary market
purchases and restructurings. TSSP has since inception invested in
the healthcare space including working with companies and academic
institutions on royalty monetization transactions, debt financings,
late stage clinical trial fundings, and other healthcare related
financings.
About ImmunoGen, Inc.
ImmunoGen, Inc. develops targeted anticancer therapeutics. The
Company’s ADC technology uses tumor-targeting antibodies to deliver
an ImmunoGen cell-killing agent specifically to cancer cells. The
Company utilizes its ADC technology with its antibodies to create
ImmunoGen product candidates and also out-licenses limited rights
to use its technology to other companies. Roche’s Kadcyla is the
first marketed product with ImmunoGen’s ADC technology. More
information about the Company can be found at
www.immunogen.com.
Kadcyla® is a registered trademark of Genentech, a member of the
Roche Group.
This press release includes forward-looking statements related
to potential future Kadcyla royalties and development of ImmunoGen
product candidates. For these statements, ImmunoGen claims the
protection of the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
Various factors could cause ImmunoGen's actual results to differ
materially from those discussed or implied in the forward-looking
statements, and you are cautioned not to place undue reliance on
these forward-looking statements, which are current only as of the
date of this release. Factors that could cause future results to
differ materially from such expectations include, but are not
limited to the timing and outcome of ImmunoGen's research and
clinical development processes; the difficulties inherent in the
development of novel therapeutics, including uncertainties as to
the timing, expense and results of clinical trials and regulatory
processes; the magnitude and timing of Kadcyla sales development;
and other factors more fully described in ImmunoGen's Annual Report
on Form 10-K for the fiscal year ended June 30, 2014 and other
reports filed with the Securities and Exchange Commission.
For Investors:ImmunoGen, Inc.Carol Hausner,
781-895-0600info@immunogen.comorFor Media:Pure Communications,
Inc.Dan Budwick, 973-271-6085
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