THOUSAND OAKS, Calif.—Oncology-focused firms Amgen andMicromet Inc. decided in late January to make a licensing partnership morepermanent with a definitive merger agreement under which Amgen will acquireMicromet for $11 per share in cash, a transaction that values Rockville,Md.-based Micromet at approximately $1.16 billion.
It was just six months ago that the companies entered into alucrative collaboration agreement for the research of Micromet's Bi-specific Tcell engager (BiTE) antibodies against three undisclosed solid tumor targets.The deal, worth a little more than $1 billion for Micromet over the long run,gave the companies an opportunity to learn that their "cultures are veryconsistent and complementary," says Mary Klem, director of corporatecommunications for Amgen.
"The acquisition of Micromet is an opportunity to acquire aninnovative oncology asset with global rights and a validated technologyplatform with broad potential clinical applications," said Kevin Sharer,chairman and CEO of Amgen, in a statement announcing the deal.
Founded in 1993 by a group of scientists from the Universityof Munich, Micromet set out to explore the potential of T cell-based therapiesto treat cancer. The company, which has its headquarters in Rockville and aresearch facility in Munich, Germany, set out to develop a new class of drugsthat enable T cells to detect and destroy normally unrecognizable cancer cells.The result was its BiTE technology, an antibody technology that has beenclinically validated and provides an innovative platform for future clinicalresearch.
Typically, antibodies cannot engage T cells because T cellslack the appropriate receptors for binding antibodies. BiTE antibodies havebeen shown to bind T cells to tumor cells, ultimately killing the tumor cells.
The merger also gives Amgen worldwide rights forblinatumomab, a promising new therapy for patients with relapsed ortreatment-refractory acute lymphoblastic leukemia (ALL), a group that hasexhausted all other therapeutic options. Blinatumomab is a BiTE antibodydesigned to direct a patient's cytotoxic T cells to eliminate cancer cells thatexpress CD19. CD19 is a protein expressed on the surface of B-lymphocytesincluding acute lymphoblastic leukemias and non-Hodgkin's lymphomas. Data onblinatumomab demonstrating a high complete remission rate in adult patientswith relapsed/refractory B-precursor ALL was recently reported at the AmericanSociety of Hematology (ASH) Annual Meeting, held in December 2011.
"We believe that this transaction represents an attractiveopportunity for Micromet, its stockholders and cancer patients," stated Dr.Christian Itin, Micromet's president and CEO. "Amgen's extensive resources andexperience in the development and commercialization of biologics promise tospeed blinatumomab's path to market, expand its development across a broaderrange of B cell malignancies and maximize the full potential of our novel BiTEtechnology."
Amgen is uniquely positioned to advance the blinatumomabprogram by virtue of its expertise in the development, manufacturing andmarketing of complex biological treatments for patients suffering from grievousillness, says Klem.
"There is clear and profound unmet need for new medicinesfor ALL patients who are refractory despite treatment with the best availabletherapy," Klem tells ddn. "Theresults seen so far from blinatumomab in this setting have been veryencouraging, and if duplicated in the confirmatory Phase II study, couldprovide the basis for accelerated approval."
Klem adds that since Amgen licensed Micromet's platform lastyear, "Micromet increased our enthusiasm and commitment to this approach. Otherwell-regarded biopharma companies have licensed this technology as well, andcould provide milestone and royalty payments."
According to Klem, R&D staff at Micromet will beintegrated with Amgen's R&D organization. Non-R&D departments will bealigned with other Amgen Global functions. Micromet will operate as a separateAmgen R&D site in Germany.
Amgen and Micromet announced Feb. 15 that the U.S. FederalTrade Commission terminated the waiting period under the Hart-Scott-Rodino(HSR) Antitrust Improvement Act of 1976 early on Feb. 14. The waiting periodwas scheduled to expire on Feb. 17. The termination of the HSR waiting periodsatisfies one of the conditions to consummate the tender offer. Other closingconditions remain to be satisfied, including, among others, a minimum tender ofat least a majority of outstanding Micromet shares on a fully diluted basis.
As this story went to press, some Micromet shareholdersasked a Delaware judge to delay the transaction, claiming Micromet didn't tryhard enough to look for higher offers. According to court records, attorneysfor Micromet and Amgen said Micromet contacted several potential bidders, butnone of them expressed interest in making an offer.
Amgen's tender offer was set to remain open until March 1.