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Amgen takes a big BiTE
March 2012
SHARING OPTIONS:
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.
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