Celgene will acquire all of Receptos' outstanding shares of common stock through a tender offer, made through a wholly owned subsidiary, followed by a second-step merger. The transaction, which is expected to close this year, is subject to customary closing conditions, including the tender of a majority of Receptos' outstanding shares and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Both companies' boards of directors have approved the deal.

 

"The Receptos acquisition provides a transformational opportunity for Celgene to impact multiple therapeutic areas," Bob Hugin, chairman and CEO of Celgene, noted in a press release. "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."

 

Among other compounds, this deal brings with it Receptos' Ozanimod, a novel, potential best-in-class, oral, once-daily, selective sphingosine 1-phosphate 1 and 5 receptor modulator (S1P). Receptos recently presented data for Ozanimod from the Phase 2 TOUCHSTONE study, which evaluated Ozanimod in ulcerative colitis. The drug candidate met key clinical and endoscopic endpoints for induction and maintenance with statistical significance in patients on the 1.0 mg dose of Ozanimod in the 8-week induction and 32-week maintenance periods. Ozanimod's safety and tolerability profile were consistent with that seen in the Phase 2 trial in relapsing multiple sclerosis. Receptos has begun enrollment in a Phase 3 program in ulcerative colitis, with a Phase 2 program in Crohn's disease expected to begin by the end of this year.

 

In a Phase 2 study of Ozanimod in relapsing multiple sclerosis, Ozanimod achieved the primary endpoint of reduction in MRI brain lesion activity as well as secondary endpoints measuring effects on other MRI parameters. A pair of Phase 3 clinical trials are now underway, comparing 0.5 mg and 1.0 mg of Ozanimod with interferon beta-1a (Avonex) in patients with relapsing multiple sclerosis. In addition, Ozanimod could become the first S1P receptor modulator approved for irritable bowel syndome.

 

"Ozanimod is a potentially transformational oral therapy that has demonstrated robust clinical activity with impressive immune-inflammatory modulating properties in phase II trials," said Scott Smith, President, I&I for Celgene. "Ozanimod is a highly differentiated next-generation S1P receptor modulator with important efficacy and safety features that create the opportunity for development across a spectrum of immune-inflammatory diseases."

 

 

SOURCE: Celgene press release