Acquisition expands Merck’s growing
hematology portfolio
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, and Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO) today
announced that the companies have entered into a definitive
agreement under which Merck, through a subsidiary, will acquire
Imago for $36.00 per share in cash for an approximate total equity
value of $1.35 billion.
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“We continue to invest in our pipeline with a focus on applying
our unique capabilities to unlock the value of breakthrough science
for the patients we serve,” said Robert M. Davis, president and
chief executive officer, Merck. “This acquisition of Imago augments
our pipeline and strengthens our presence in the growing field of
hematology.”
Imago is a clinical stage biopharmaceutical company developing
new medicines for the treatment of myeloproliferative neoplasms
(MPNs) and other bone marrow diseases. Imago’s lead candidate
bomedemstat (IMG-7289), an investigational orally available
lysine-specific demethylase 1 (LSD1) inhibitor, is currently being
evaluated in multiple Phase 2 clinical trials for the treatment of
essential thrombocythemia (ET), myelofibrosis (MF), and
polycythemia vera (PV), in addition to other indications.
“This milestone is a testament to more than a decade of
pioneering research by Imago scientists and the entire Imago team’s
unwavering dedication to improving the lives of patients,” said Dr.
Hugh Y. Rienhoff, Jr., Founder and Chief Executive Officer, Imago
BioSciences. “This agreement leverages Merck’s industry-leading
clinical development expertise to maximize the therapeutic
potential of bomedemstat while providing important value for
shareholders. I would also like to acknowledge with gratitude the
early investors – Blackstone Life Sciences, Frazier Healthcare,
Omega Funds, Amgen Ventures, and MRL Ventures Fund who placed their
faith in Imago beginning in 2014, as well as the outstanding study
investigators and their patients who have made the clinical
development of bomedemstat possible.”
“Evidence indicates that LSD1 plays an important role in the
maturation of blood cells in the bone marrow,” said Dr. Dean Y. Li,
president, Merck Research Laboratories. “We look forward to working
with the Imago team to further investigate the potential of
bomedemstat for patients with myeloproliferative neoplasms.”
Under the terms of the acquisition agreement, Merck, through a
subsidiary, will initiate a tender offer to acquire all outstanding
shares of Imago. The closing of the tender offer will be subject to
certain conditions, including the tender of shares representing at
least a majority of the total number of Imago’s outstanding shares,
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary conditions. Upon the
successful completion of the tender offer, Merck’s acquisition
subsidiary will be merged into Imago, and any remaining shares of
common stock of Imago will be canceled and converted into the right
to receive the same $36 per share price payable in the tender
offer. The transaction is expected to close in the first quarter of
2023.
Myeloproliferative neoplasms Myeloproliferative neoplasms
are a group of diseases of the bone marrow characterized by
excessive production of red blood cells, platelets, or certain
white blood cells. Myeloproliferative neoplasms progress over time
as the number of extra cells build up in the blood and/or bone
marrow. This may lead to bleeding problems, anemia, infection,
fatigue, thrombosis or other signs and symptoms. Certain
myeloproliferative neoplasms may become acute myeloid leukemia
(AML). Myeloproliferative neoplasms include chronic myelogenous
leukemia (CML), polycythemia vera, primary myelofibrosis, essential
thrombocythemia, chronic neutrophilic leukemia, and chronic
eosinophilic leukemia.
About lysine-specific demethylase 1 (LSD1) LSD1, also
called KDM1A, discovered in 2004, is a member of a group of
epigenetic proteins that regulate gene expression through chemical
modifications of proteins, RNA and DNA. LSD1 regulates the
maturation of bone marrow stem cells and is essential for the
differentiation of progenitor cells into mature megakaryocytes and
granulocytes and production of blood cells. Given the role that
LSD1 plays in the function of malignant blood cells, targeting LSD1
for the treatment of blood cancers offers a new mechanism for the
treatment of diseases associated with high morbidity and
mortality.
Important Information About the Tender Offer The tender
offer described in this press release has not yet commenced. This
press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any shares
of the common stock of Imago or any other securities, nor is it a
substitute for the tender offer materials described herein. At the
time the planned tender offer is commenced, a tender offer
statement on Schedule (TO), including an offer to purchase, a
letter of transmittal and related documents, will be filed by Merck
Sharp & Dohme LLC (“Merck”) and M-Inspire Merger Sub, Inc., a
wholly-owned subsidiary of Merck, with the Securities and Exchange
Commission (the “SEC”), and a solicitation/recommendation statement
on Schedule 14D-9 will be filed by Imago with the SEC. The offer to
purchase shares of common stock of Imago will only be made pursuant
to the offer to purchase, the letter of transmittal and related
documents filed as a part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER MATERIALS CAREFULLY (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM
TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES.
Investors and security holders may obtain a free copy of the
offer to purchase, the related letter of transmittal, certain other
tender offer documents and the solicitation/recommendation
Statement (when available) and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing
such requests to the Information Agent for the tender offer, which
will be named in the tender offer statement. In addition, Merck and
Imago will file annual, quarterly and current reports and other
information with the SEC, which are available to the public from
commercial document-retrieval services and at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Merck
may be obtained at no charge on Merck’s internet website at
www.merck.com or by contacting Merck at 126 East Lincoln Avenue
P.O. Box 2000 Rahway, NJ 07065 USA, or (908) 740-4000. Copies of
the documents filed with the SEC by Imago may be obtained at no
charge on Imago’s internet website at www.imagobio.com or by
contacting Imago at 303 Twin Dolphin Drive 6th Floor, Redwood City,
CA 94065 or (415) 529 5055.
Advisors Morgan Stanley & Co. LLC acted as financial
advisor to Merck in this transaction and Gibson Dunn & Crutcher
LLP as its legal advisors. Centerview Partners LLC acted as
financial advisor to Imago and Latham and Watkins LLP as its legal
advisors.
About Imago BioSciences Imago BioSciences is a
clinical-stage biopharmaceutical company discovering and developing
novel small molecule product candidates that target lysine-specific
demethylase 1 (LSD1), an enzyme that plays a central role in the
production of blood cells in the bone marrow. Imago is focused on
improving the quality and length of life for patients with cancer
and bone marrow diseases. Bomedemstat, an orally available, small
molecule inhibitor of LSD1, is the lead product candidate
discovered by Imago for the treatment of certain myeloproliferative
neoplasms (MPNs), a family of related, chronic cancers of the bone
marrow. Imago is evaluating Bomedemstat as a potentially
disease-modifying therapy in two Phase 2 clinical trials for the
treatment of essential thrombocythemia (NCT04254978) and
myelofibrosis (NCT03136185). Bomedemstat has U.S. FDA Orphan Drug
and Fast Track Designation for the treatment of ET and MF, European
Medicines Agency (EMA) Orphan Designation for the treatment of ET
and MF, and PRIority MEdicines (PRIME) Designation by the EMA for
the treatment of MF. Imago is based in Redwood City, California. To
learn more, visit www.imagobio.com, myelofibrosisclinicalstudy.com,
www.etclinicalstudy.com and follow us on Twitter @ImagoBioRx,
Facebook and LinkedIn.
About Merck At Merck, known as MSD outside of the United
States and Canada, we are unified around our purpose: We use the
power of leading-edge science to save and improve lives around the
world. For more than 130 years, we have brought hope to humanity
through the development of important medicines and vaccines. We
aspire to be the premier research-intensive biopharmaceutical
company in the world - and today, we are at the forefront of
research to deliver innovative health solutions that advance the
prevention and treatment of diseases in people and animals. We
foster a diverse and inclusive global workforce and operate
responsibly every day to enable a safe, sustainable and healthy
future for all people and communities. For more information, visit
www.merck.com and connect with us on Twitter, Facebook, Instagram,
YouTube and Linkedln.
Forward-Looking Statement of Merck & Co., Inc., Rahway,
N.J., USA This news release of Merck & Co., Inc., Rahway,
N.J., USA includes statements that are not statements of historical
fact, or “forward-looking statements,” including with respect to
Merck’s proposed acquisition of Imago. Such forward-looking
statements include, but are not limited to, the ability of Merck
and Imago to complete the transactions contemplated by the merger
agreement, including the parties’ ability to satisfy the conditions
to the consummation of the offer contemplated thereby and the other
conditions set forth in the merger agreement, statements about the
expected timetable for completing the transaction, Merck’s and
Imago’s beliefs and expectations and statements about the benefits
sought to be achieved in Merck’s proposed acquisition of Imago, the
potential effects of the acquisition on both Merck and Imago, the
possibility of any termination of the merger agreement, as well as
the expected benefits and success of Imago’s product candidates.
These statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant
risks and uncertainties. There can be no guarantees that the
conditions to the closing of the proposed transaction will be
satisfied on the expected timetable or at all, with respect to
pipeline products that the products will receive the necessary
regulatory approvals or that they will prove to be commercially
successful. If underlying assumptions prove inaccurate or risks or
uncertainties materialize, actual results may differ materially
from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to,
uncertainties as to the timing of the offer and the subsequent
merger; uncertainties as to how many of Imago’s stockholders will
tender their shares in the offer; the risk that competing offers or
acquisition proposals will be made; the possibility that various
conditions to the consummation of the merger and the offer
contemplated thereby may not be satisfied or waived; the effects of
disruption from the transactions contemplated by the merger
agreement and the impact of the announcement and pendency of the
transactions on Imago’s business; the risk that stockholder
litigation in connection with the offer or the merger may result in
significant costs of defense, indemnification and liability;
general industry conditions and competition; general economic
factors, including interest rate and currency exchange rate
fluctuations; the impact of the global outbreak of novel
coronavirus disease (COVID-19); the impact of pharmaceutical
industry regulation and health care legislation in the United
States and internationally; global trends toward health care cost
containment; technological advances, new products and patents
attained by competitors; challenges inherent in new product
development, including obtaining regulatory approval; Merck’s
ability to accurately predict future market conditions;
manufacturing difficulties or delays; financial instability of
international economies and sovereign risk; dependence on the
effectiveness of Merck’s patents and other protections for
innovative products; and the exposure to litigation, including
patent litigation, and/or regulatory actions.
Merck undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Additional
factors that could cause results to differ materially from those
described in the forward-looking statements can be found in Merck’s
2021 Annual Report on Form 10-K and Merck’s other filings with the
Securities and Exchange Commission (SEC) available at the SEC’s
Internet site (www.sec.gov).
Forward-Looking Statements of Imago BioSciences All
statements, other than statements of historical facts, contained in
this press release, including statements regarding the results,
conduct, progress and timing of Imago clinical trials, the
regulatory approval path for Bomedemstat, plans for future
operations and information related to Imago and the proposed
acquisition of Imago, are forward-looking statements.
Forward-looking statements include, among other things, statements
about the potential benefits of the proposed acquisition; the
parties’ ability to satisfy the conditions to the consummation of
the tender offer and the other conditions to the consummation of
the acquisition; statements about the expected timetable for
completing the transaction; and the anticipated timing of closing
of the proposed acquisition. Any forward-looking statements are
based on management’s current expectations of future events and are
subject to a number of risks and uncertainties that could cause
actual results to differ materially and adversely from those set
forth in, or implied by, such forward-looking statements. These
risks and uncertainties include, but are not limited to, Imago’s
limited operating history and lack of products for commercial sale;
Imago’s dependence on development, regulatory approval and
commercialization of its product candidates; difficulties in
enrolling patients and risks of substantial delays in its clinical
trials; Imago’s minimal control over product candidates in
investigator-initiated clinical trials; uncertainties in the cost
and outcomes of its clinical studies and the acceptance for
presentation at medical meetings of data from such clinical
studies; uncertainties in the regulatory review and approval of
Imago’s product candidates if its pivotal studies are positive;
potentially material changes to the interim, top-line and
preliminary data from its clinical trials; potential undesirable
effects of Imago’s product candidates and safety or supply issues,
in each case with respect to its product candidates alone or in
combination with other compounds or products; Imago’s potential
inability to obtain and maintain orphan drug designation and delays
in approvals despite FDA Fast Track designation for expedited
review; risks related to clinical trials outside of the United
States; Imago’s need to manufacture adequate supplies, including
multiple batches of Bomedemstat, using a commercial current Good
Manufacturing Practice; risks related to information technology
system and cybersecurity; risks related to misconduct of Imago’s
employees and independent contractors; risks related to hazardous
materials and Imago’s compliance with environmental laws and
regulations; risks related to litigation and other claims; risks
related to reliance on third parties to conduct and support
preclinical studies and clinical trials, and to manufacture Imago’s
product candidates; risks related to third-party intellectual
property infringement claims and Imago’s ability to protect its own
intellectual property; risks related to governmental policies and
regulations, including with respect to drug prices and
reimbursement, and changes thereof; risks related to the
satisfaction of waiver of the conditions to closing the proposed
acquisition (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all; uncertainties as
to how many of Imago’s stockholders will tender their shares of
Imago common stock in the tender offer and the possibility that the
acquisition does not close; the possibility that competing offers
may be made; risks related to obtaining the requisite consents to
the acquisition, including, without limitation, the timing
(including possible delays) and receipt of clearance under the HSR
Act; disruption from the transaction making it more difficult to
maintain business and operational relationships; significant
transaction costs; and other risks and uncertainties, including
those listed in the section titled “Risk Factors” in Imago’s Annual
Report on Form 10-K for the year ended December 31, 2021 and its
subsequent Quarterly Reports on Form 10-Q.
You should not place undue reliance on any forward-looking
statements. Forward looking statements should not be read as a
guarantee of future performance or results and will not necessarily
be accurate indications of the times at, or by, which such
performance or results will be achieved, if at all. Except as
required by law, Imago does not undertake any obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future developments or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20221121005295/en/
Merck Investor Contact: Peter Dannenbaum (908) 740-1037 Merck
Media Contacts: Robert Josephson (203) 914- 2372 Justine Moore
(908) 740-6449 Imago Investor Contact: Laurence Watts Gilmartin
Group, LLC. Laurence@gilmartinir.com Imago Media Contact: Ian Stone
Canale Communications Ian.Stone@canalecomm.com
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