Bristol Myers Squibb (NYSE: BMY) and Mirati Therapeutics, Inc.® (NASDAQ: MRTX) today announced a formal merger agreement in which Bristol Myers Squibb agrees to acquire Mirati Therapeutics for $58.00 per share in cash, for a total equity value of $4.8 billion. Mirati investors will additionally receive one non-tradeable Contingent Value Right (CVR) for each Mirati share retained, with a potential cash value of $12.00 per share, representing an extra $1.0 billion in value opportunity. Both the Bristol Myers Squibb and the Mirati boards of directors unanimously authorised the acquisition.
Terms of the Acquisition:
According to the terms of the merger agreement, Bristol Myers Squibb will acquire all outstanding shares of Mirati common stock for $58.00 per share in cash, representing a 52% premium to the 30-day VWAP as of the unaffected October 4, 2023 close, for a total equity value of $4.8 billion, corresponding to an enterprise value of approximately $3.7 billion, which accounts for approximately $1.1 billion of Mirati cash.
Each Mirati stockholder will also receive one non-tradeable CVR per Mirati share, entitling the holder to a one-time potential payment of $12.00 in cash, for a total value of approximately $1.0 billion, if the U.S. FDA approves a new drug application for MRTX1719 for the treatment of either locally advanced or metastatic NSCLC in patients who have received no more than two prior lines of systemic therapy within seven years of the closing of the transaction.
The transaction is anticipated to close by the first half of 2024, subject to fulfillment of customary closing conditions, including approval of Mirati’s stockholders and receipt of required regulatory approvals.
Mirati is a commercial stage targeted oncology firm whose purpose is to find, design, and deliver transformative treatments to cancer patients and their loved ones. Mirati’s assets complement Bristol Myers Squibb’s portfolio and creative pipeline, and they represent an appealing opportunity to expand Bristol Myers Squibb’s cancer franchise.
Bristol Myers Squibb will add KRAZATI, a key lung cancer drug, to its commercial portfolio as a result of this transaction. The business receives access to a number of attractive clinical assets that will supplement its cancer pipeline and are good candidates for single agent development as well as combination strategies.
Mirati’s portfolio:
KRAZATI (adagrasib) was awarded accelerated FDA approval for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic Non-Small Cell Lung Cancer (NSCLC) who have undergone at least one prior systemic therapy.
KRASG12C mutations are one of the most common NSCLC changes, accounting for around 14% of all NSCLC cases. KRAZATI also has various advantages over other KRASG12C inhibitors, including a lengthy half-life and the possibility to be coupled with a PD-1 inhibitor in first-line treatment of NSCLC in Phase 1 and 2 clinical trials.
In patients with active and untreated brain metastases, adagrasib demonstrated CNS penetration and intracranial responses. Furthermore, it has demonstrated efficacy as a second- and third-line treatment for colorectal cancer patients in conjunction with cetuximab, as well as as a monotherapy in previously treated pancreatic ductal adenocarcinoma.
Plans are being made to collaborate with regulators in order to deliver adagrasib to patients in various therapy settings in the near future.
MRTX1719, a potential first-in-class MTA-cooperative PRMT5 inhibitor in Phase 1 development, has shown promising early efficacy data in several tumour types with MTAP deletion, including NSCLC, cholangiocarcinoma (bile duct cancer), and melanoma, with no evidence of significant hematologic toxicities associated with non-selective PRMT5 inhibitors.
MRTX1719 targets MTAP-deleted tumours, which account for about 10% of all malignancies. MRTX1719’s Phase 2 clinical study is anticipated to begin in the first half of 2024.
MRTX1133 and MRTX0902 are part of a prominent KRAS and KRAS enabling programme. MRTX1133 targets the KRASG12D mutation, which has been linked to pancreatic cancer, NSCLC, and colorectal cancer.
MRTX0902 is an SOS1 inhibitor in Phase 1 clinical development with the potential to be used with other MAPK/RAS pathway inhibitors, such as KRAZATI. Over 30% of pancreatic cancer patients have the KRASG12D mutation, a condition with a significant unmet medical need.
Experts Opinion on BMS’ acquisition of Mirati:
“We are excited to add these assets to our portfolio and to accelerate their development as we seek to deliver more treatments for cancer patients,” said Giovanni Caforio, Chief Executive Officer and Board Chair, Bristol Myers Squibb. “With a strong strategic fit, great science and clear value creation opportunities for our shareholders, the Mirati transaction is aligned with our business development goals.
Importantly, by leveraging our skills and capabilities, including our global commercial infrastructure, we will ensure patients globally can benefit from Mirati’s portfolio of innovative medicines.”
“With multiple targeted oncology assets including KRAZATI, Mirati is another important step forward in our efforts to grow our diversified oncology portfolio and further strengthen Bristol Myers Squibb’s pipeline for the latter half of the decade and beyond,” said Chris Boerner, Ph.D., Executive Vice President and Chief Operating Officer and Chief Executive Officer-Elect, Bristol Myers Squibb. “Today’s news builds upon our long legacy of delivering breakthrough therapies that transform the lives of people with cancer.
We are impressed with the science that the talented people of Mirati have driven in service of patients, and we look forward to welcoming them to Bristol Myers Squibb.”
Samit Hirawat, M.D., Chief Medical Officer and Head of Global Drug Development, Bristol Myers Squibb, said, “Mirati strengthens and complements our current portfolio by adding assets focused on intrinsic tumor targets in the MTAP and MAPK pathways.
We believe Mirati’s assets have the potential to change the standard of care in multiple cancers, both as standalone therapies and in combination with Bristol Myers Squibb’s existing pipeline.
We are excited about the significant potential that this transaction creates to transform patients’ lives through science around the world.”
“Since our founding 10 years ago, Mirati has made significant strides in transforming the lives of patients living with cancer through the development of innovative therapies.
Through our discovery and development of next-generation targeted cancer therapeutics, we have built a robust pipeline of potentially best-in-class treatments that offer renewed hope for patients,” said Charles Baum, M.D., Ph.D., Founder, President and Chief Executive Officer, Mirati Therapeutics, Inc. “This transaction is a testament to the potential of our platform and to our team’s hard work and dedication to changing lives.
Bristol Myers Squibb’s global scale, resources and commitment to innovation will enable Mirati’s therapeutics to benefit more patients, faster, and deliver on our vision of unlocking the science behind the promise of a life beyond cancer.
We believe that this transaction is the best way to benefit patients and maximize value for shareholders.”
