TOKYO & SAN DIEGO—Daiichi Sankyo Co. Ltd. and Ambit Biosciences started the week off with a joint announcement regarding the establishment of a definitive merger agreement, which states that Daiichi Sankyo will acquire all of Ambit’s outstanding common stock for $15 per share in cash, or roughly $315 million on a fully diluted basis, through a tender offer. If the offer goes through, Ambit Biosciences will be merged with one of Daiichi Sankyo’s subsidiaries.
Ambit Biosciences shareholders will also receive one Contingent Value Right each, which entitles them to an additional cash payment of up to $4.50 per share owned if certain commercialization milestones are reached. All told, the transaction, which was unanimously approved by Ambit Biosciences’ board of directors, could be worth up to $410 million on a fully diluted basis.
“The acquisition of Ambit Biosciences further builds our presence in oncology to ensure we are delivering on our goal of providing world-class, innovative pharmaceuticals in core areas of unmet medical need,” Daiichi Sankyo President and CEO, Joji Nakayama, commented in a statement. “Long-term success in oncology depends upon three pillars: fostering development of our in-house molecules, exploring mutually beneficial partnerships and executing strategic purchases, such as Ambit Biosciences, which follows our acquisitions of U3 Pharma and Plexxikon.”
Ambit Biosciences’ lead drug candidate is quizartinib, a once-daily, potent, selective oral inhibitor of FMS-like tyrosine kinase-3 (FLT3). Paitnets with acute myeloid leukemia (AML) who present with the FLT3 mutation tend to have a poorer disease prognosis than those without the mutation. Quizartinib is currently being evaluated in a registrational Phase 3 clinical trial in patients with relapsed/refractory FLT3-ITD-positive AML. Ambit Biosciences is also investigating the compound in newly diagnosed patients in combination with chemotherapy and maintenance following hematopoietic stem cell transplantation.
“Daiichi Sankyo is the ideal organization to take quizartinib to the next stage of development, and ultimately, to achieve our goal of making it available as quickly as possible to help as many AML patients as possible,” Michael A. Martino, president and CEO of Ambit Biosciences, said in a press release. “This attractive offer to shareholders, is a testament to the hard work and dedication of the Ambit team to our mission of developing innovative therapies for areas of high unmet medical need.”
“Quizartinib will fit seamlessly into our already robust oncology pipeline focused on targeted therapies with the potential for personalizing the treatment of cancer,” added Mahmoud Ghazzi, M.D., Ph.D., global head of Development for Daiichi Sankyo. “With the acquisition of Ambit Biosciences, Daiichi Sankyo gains additional opportunities to develop promising treatments for cancer, including the global rights to quizartinib, currently being studied in patients with refractory AML, a very serious condition for which no new therapies have been approved for more than 30 years.”
Those “additional opportunities” include AC410/AC430, a JAK2 inhibitor being developed for oncology/inflammation that is approaching Phase 2 development, and AC708, a CSF1R inhibitor in preclinical development. Ambit Biosciences’ pipeline also includes CEP-32496, a BRAF inhibitor being advanced in cancer; this compound is in Phase 1 development and is licensed to Teva Pharmaceuticals.
This transaction comes five months after Daiichi Sankyo announced that it would be offloading Ranbaxy Laboratories Ltd. to Sun Pharmaceutical Industries Ltd. for $3.2 billion, plus the assumption of $800 million in debt.
The closing of Daiichi Sankyo’s tender offer is subject to certain conditions, including the tender of more than 50 percent of Ambit Biosciences’ outstanding shares, while completion of the transaction is subject to clearance under the Hart-Scott-Rodino Act and other customary closing conditions.
