GSK to Acquire Tesaro for $5.1 Billion to Strengthen Oncology Pipeline
Recently, VCBeat (WeChat Official Account: vcbeat) learned from foreign media reports that British pharmaceutical company GSK has acquired TESARO, a U.S.-based pharmaceutical company headquartered in Waltham, Massachusetts, in an all-cash transaction at $75 per share. This acquisition price represents a 110% premium over TESARO’s 30-day volume-weighted average price of $35.67. The total deal value is approximately $5.1 billion (£4 billion), with GSK also assuming TESARO’s net debt as part of the acquisition.
TESARO is a biopharmaceutical company whose primary marketed drug is Zejula (niraparib), an oral poly (ADP-ribose) polymerase (PARP) inhibitor currently approved for the treatment of ovarian cancer. PARP inhibitors have demonstrated significant clinical efficacy in the treatment of ovarian cancer, regardless of whether patients carry BRCA gene mutations. Currently, Zejula has been approved in the United States and Europe for the treatment of adult patients with recurrent ovarian cancer.
In addition to ovarian cancer, Zejula is currently being investigated for its potential as a monotherapy or in combination with other immunotherapies for the treatment of lung, breast, and prostate cancers.
Furthermore, TESARO has a pipeline of investigational immunotherapies in clinical development that target immune checkpoints including PD-1, TIM-3 (T-cell immunoglobulin and mucin domain-containing protein 3), and LAG-3 (lymphocyte-activation gene 3).
GSK CEO Emma Walmsley stated, “The acquisition of TESARO will accelerate our pharmaceutical business, speed up the development of our oncology drug portfolio and commercial footprint, while also strengthening our R&D capabilities. The combination of both parties will help us achieve our goal of long-term sustainable growth, which aligns with our capital allocation priorities. We look forward to working with the TESARO team to bring valuable new medicines to patients.”
Hal Barron, Chief Scientific Officer and President of R&D at GSK, stated, “Through this transaction, we will have the opportunity to collaborate with the Boston oncology team, leveraging their deep expertise in clinical development, to explore the efficacy of Zejula across multiple tumor types beyond ovarian cancer, thereby helping more patients.”
TESARO CEO Lonnie Moulder stated, “This transaction marks the beginning of a new global partnership that will accelerate our oncology business and enable us to deliver transformative products to cancer patients.”
Pursuant to the terms of the merger agreement between GSK and TESARO, and with the unanimous approval of the TESARO Board of Directors, an indirect subsidiary of GSK will commence a tender offer within the next 10 business days to acquire all outstanding shares of TESARO’s common stock.
The transaction is expected to close in the first quarter of 2019, subject to customary closing conditions, including the tender of at least one share representing more than 50% of TESARO’s outstanding and unissued shares by TESARO shareholders, as well as regulatory approvals from agencies such as the U.S. Federal Trade Commission.
Upon completion of the tender offer, GSK will effect a second-step merger under Delaware law to acquire any shares of TESARO not tendered in the tender offer, at the same price as paid in the tender offer.
Currently, GSK is in discussions with several key executives at TESARO to ensure their continued employment at the company.
GSK was founded in 1975 and has grown from a sole proprietorship into a global healthcare company with approximately 100,000 employees. The company remains committed to innovation, focusing its research and development efforts on three key areas: pharmaceuticals, vaccines, and consumer healthcare. Stock ticker: GSK.
TESARO, founded in 2010, is a biopharmaceutical company focused on oncology, dedicated to providing transformative therapies for cancer patients. Headquartered in Boston, the company currently employs 763 people. Stock ticker: TSRO.