FOSTER CITY, Calif.—Gilead Sciences, Inc., together with YMBioSciences Inc., has announced the signing of a definitive agreement by whichGilead will acquire YM BioSciences for $2.95 per share, for an approximatetotal of $510 million. YM's board of directors has unanimously approved theacquisition, which is expected to close in the first quarter of next year.
"Since our acquisition of CYT387 nearly three years ago, YMhas made great progress in advancing CYT387 through the clinical, regulatory,manufacturing and business development processes," David Allan, chairman of YM,said in a press release. "While Gilead's acquisition will end a long, variedand interesting journey for YM, we are pleased to have this transactioncrystallize the present value of this important therapeutic candidate."
CYT387 is YM's lead drug candidate, an oral, once-daily,selective inhibitor of the Janus kinase (JAK) family. The JAK family of enzymesare implicated in several disorders, including myeloproliferative diseases, inflammatorydisorders and some cancers. CYT387, which inhibits JAK1 and JAK2 specifically,has demonstrated positive results in a Phase I/II clinical trial in 166patients with myelofibrosis, a life-threatening myeloproliferative disease inwhich the bone marrow is replaced by scar tissue. As noted by PubMed Health,when bone marrow scarring occurs, the marrow is unable to produce enough bloodcells, which can lead to anemia, bleeding issues and a higher risk ofinfection. In addition, as the liver and spleen try to make up the deficit, theorgans swell, a result known as extramedullary hematopoiesis. Once thetransaction is complete, Gilead plans to move the compound forward into a PhaseIII clinical trial in myelofibrosis in the second half of 2013.
"This acquisition represents an opportunity to add acomplementary clinical program in the area of hematologic cancers to ourgrowing oncology portfolio," Norbert W. Bischofberger, Ph.D., Gilead'sexecutive vice president of Research and Development and chief scientificofficer, said in a statement. "Based on promising Phase 2 data, we believeCYT387 could provide important clinical benefit for patients withmyelofibrosis, including potential improvements with regard to anemia anddecreased dependence on blood transfusions. We look forward to advancing CYT387into a Phase 3 study as quickly as possible and to exploring its potential inother myeloproliferative diseases with significant unmet medical need."
"This agreement represents a positive outcome both for myelofibrosispatients and for our shareholders. Gilead has the research and developmentcapabilities and the resources needed to more fully realize the potential ofCYT387 as a therapeutic advance for myelofibrosis patients and potentially forother indications," Dr. Nick Glover, president and CEO of YM, added in a pressrelease.
The finalization of the transaction is subject toshareholder approval as well as customary closing conditions, including courtand regulatory approvals as well as expiration or termination of the waitingperiod under the Hart-Scott-Rodino Antitrust Improvements Act.
YM brought on BofA Merrill Lynch and Bloom Burton & Co.as financial advisors, and Gowling Lafleur Henderson LLP, Heenan Blaikie LLPand Dorsey & Whitney LLP as its legal counsel for the transaction. WilsonSonsini Goodrich & Rosati, Professional Corporation and Blake Cassels andGraydon LLP were brought on by Gilead for advisement on the acquisition.
SOURCE: Gilead press release
