Agios Announces Closing of Oncology Business Sale to Servier
April 01 2021 - 7:00AM
Agios Pharmaceuticals, Inc. (NASDAQ: AGIO), a leader in the field
of cellular metabolism to treat genetically defined diseases, today
announced the closing of the sale of its commercial, clinical and
research-stage oncology portfolio to Servier Pharmaceuticals, LLC,
an independent global pharmaceutical company. The transaction was
approved by Agios shareholders on March 25, 2021.
In consideration for its oncology portfolio, Agios
received from Servier $1.8 billion in upfront cash and is eligible
to receive an additional $200 million in a potential future
milestone payment for vorasidenib, as well as 5% royalties on U.S.
net sales of TIBSOVO® (ivosidenib tablets) from sales after the
closing through loss of exclusivity and 15% royalties on U.S. net
sales of vorasidenib from the first commercial sale through loss of
exclusivity.
“First, I want to thank each and every employee
within the oncology franchise who helped create truly meaningful,
differentiated therapies for patients over the past decade. With
your expertise and Servier's deep commitment to its expanding
oncology portfolio, we look forward to watching these programs
flourish,” said Jackie Fouse, Ph.D., chief executive officer of
Agios. “As we look ahead, Agios is poised for a bright and focused
future as we seek to rapidly advance our genetically defined
disease portfolio, delivering sustainable, long-term value to
shareholders and superior outcomes for patients. In the near-term,
mitapivat has the potential to be a blockbuster product with
approvals in our three initial focus areas – pyruvate kinase (PK)
deficiency, thalassemia and sickle cell disease – and we have
tremendous untapped potential for both the pyruvate kinase R (PKR)
activation portfolio as well as our other preclinical assets.”
In addition, Agios today announced that it has
entered into a definitive agreement with Bristol-Myers Squibb
Company (BMS) to repurchase 7,121,658 shares of Agios common stock
held by BMS and its affiliates for an aggregate purchase price of
$344.5 million, or $48.3785 per share, using the proceeds from the
sale of the oncology business. As previously disclosed, the Agios
board of directors authorized the company to repurchase up to $1.2
billion of its outstanding shares, using the proceeds from the sale
of the oncology business. Following completion of the repurchase of
shares from BMS, Agios expects to conduct the remaining $855.5
million of share repurchases over the next 12-18 months,
including executing a meaningful portion of the planned repurchases
by year-end through a combination
of 10b5-1 plans and open market purchases.
With a singular focus on growing the company’s
genetically defined disease clinical and research pipeline, Agios
anticipates significant key milestones in 2021, including filing
for regulatory approval for mitapivat in adults with PK deficiency
in both the U.S. and EU; initiating two Phase 3 studies of
mitapivat in transfusion dependent and non-transfusion dependent
thalassemia; initiating a Phase 2/3 study of mitapivat in sickle
cell disease; presenting the first data from the healthy volunteer
study of AG-946, the next generation PKR activator; and
prioritizing new indications for PKR and pyruvate kinase M2 (PKM2)
activator clinical development. In addition, Agios will explore all
options to maximize the patient impact and value of mitapivat
globally, including strategic transactions.
Goldman Sachs & Co. LLC and Morgan Stanley
& Co. LLC acted as financial advisors to Agios on this
transaction. Wachtell, Lipton, Rosen & Katz acted as legal
advisor to Agios.
About AgiosAgios is focused on
discovering and developing novel investigational medicines to treat
genetically defined diseases through scientific leadership in the
field of cellular metabolism. The company’s most advanced drug
candidate is a first-in-class pyruvate kinase R (PKR) activator,
mitapivat, that is currently being evaluated for the treatment of
three distinct hemolytic anemias. In addition to its active
late-stage clinical pipeline, Agios has multiple novel,
investigational therapies in clinical and/or preclinical
development. For more information, please visit the company’s
website at www.agios.com.
Cautionary Note Regarding Forward-Looking
StatementsCertain statements contained in this
communication may constitute forward-looking statements within the
meaning of within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on our current plans and expectations and
involve risks and uncertainties which are, in many instances,
beyond our control, and which could cause actual results to differ
materially from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include
the following: (i) the failure of Agios to receive milestone or
royalty payments after the closing of the transaction and the
uncertainty of the timing of any receipt of any such payments; (ii)
the uncertainty of the results and effectiveness of the use of
proceeds from the transaction; (iii) the ability of Agios to
realize the expected benefits from the transaction; and (iv) other
risks and uncertainties described in our reports and filings with
the U.S. Securities and Exchange Commission, including the risks
and uncertainties set forth in Item 1A under the heading Risk
Factors in our Annual Report on Form 10-K for the year ended
December 31, 2020 and other subsequent periodic reports we file
with the SEC, which are available at www.sec.gov and Agios’ website
at www.agios.com. While the list of factors presented here is
considered representative, this list should not be considered to be
a complete statement of all potential risks and uncertainties. Any
forward-looking statements contained in this communication are made
only as of the date hereof, and we undertake no obligation to
update forward-looking statements to reflect developments or
information obtained after the date hereof and disclaim any
obligation to do so other than as may be required by law.
ContactHolly Manning,
617-844-6630Senior Director, Investor
RelationsHolly.Manning@agios.com
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