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Amgen takes a big BiTE
THOUSAND OAKS, Calif.—Oncology-focused firms Amgen and Micromet Inc. decided in late January to make a licensing partnership more permanent with a definitive merger agreement under which Amgen will acquire Micromet 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 a lucrative collaboration agreement for the research of Micromet's Bi-specific T cell 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 very consistent and complementary," says Mary Klem, director of corporate communications for Amgen.
"The acquisition of Micromet is an opportunity to acquire an innovative oncology asset with global rights and a validated technology platform 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 University of Munich, Micromet set out to explore the potential of T cell-based therapies to treat cancer. The company, which has its headquarters in Rockville and a research facility in Munich, Germany, set out to develop a new class of drugs that enable T cells to detect and destroy normally unrecognizable cancer cells. The result was its BiTE technology, an antibody technology that has been clinically validated and provides an innovative platform for future clinical research.
Typically, antibodies cannot engage T cells because T cells lack the appropriate receptors for binding antibodies. BiTE antibodies have been shown to bind T cells to tumor cells, ultimately killing the tumor cells.
The merger also gives Amgen worldwide rights for blinatumomab, a promising new therapy for patients with relapsed or treatment-refractory acute lymphoblastic leukemia (ALL), a group that has exhausted all other therapeutic options. Blinatumomab is a BiTE antibody designed to direct a patient's cytotoxic T cells to eliminate cancer cells that express CD19. CD19 is a protein expressed on the surface of B-lymphocytes including acute lymphoblastic leukemias and non-Hodgkin's lymphomas. Data on blinatumomab demonstrating a high complete remission rate in adult patients with relapsed/refractory B-precursor ALL was recently reported at the American Society of Hematology (ASH) Annual Meeting, held in December 2011.
"We believe that this transaction represents an attractive opportunity for Micromet, its stockholders and cancer patients," stated Dr. Christian Itin, Micromet's president and CEO. "Amgen's extensive resources and experience in the development and commercialization of biologics promise to speed blinatumomab's path to market, expand its development across a broader range of B cell malignancies and maximize the full potential of our novel BiTE technology."
Amgen is uniquely positioned to advance the blinatumomab program by virtue of its expertise in the development, manufacturing and marketing of complex biological treatments for patients suffering from grievous illness, says Klem.
"There is clear and profound unmet need for new medicines for ALL patients who are refractory despite treatment with the best available therapy," Klem tells ddn. "The results seen so far from blinatumomab in this setting have been very encouraging, and if duplicated in the confirmatory Phase II study, could provide the basis for accelerated approval."
Klem adds that since Amgen licensed Micromet's platform last year, "Micromet increased our enthusiasm and commitment to this approach. Other well-regarded biopharma companies have licensed this technology as well, and could provide milestone and royalty payments."
According to Klem, R&D staff at Micromet will be integrated with Amgen's R&D organization. Non-R&D departments will be aligned with other Amgen Global functions. Micromet will operate as a separate Amgen R&D site in Germany.
Amgen and Micromet announced Feb. 15 that the U.S. Federal Trade Commission terminated the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvement Act of 1976 early on Feb. 14. The waiting period was scheduled to expire on Feb. 17. The termination of the HSR waiting period satisfies one of the conditions to consummate the tender offer. Other closing conditions remain to be satisfied, including, among others, a minimum tender of at least a majority of outstanding Micromet shares on a fully diluted basis.
As this story went to press, some Micromet shareholders asked a Delaware judge to delay the transaction, claiming Micromet didn't try hard enough to look for higher offers. According to court records, attorneys for Micromet and Amgen said Micromet contacted several potential bidders, but none of them expressed interest in making an offer.
Amgen's tender offer was set to remain open until March 1.