AbbVie Inc. (NYSE: ABBV) (“AbbVie”) and Landos Biopharma, Inc.
(NASDAQ: LABP) (“Landos”) today announced a definitive agreement
under which AbbVie will acquire Landos, a clinical stage
biopharmaceutical company focused on the development of novel, oral
therapeutics for patients with autoimmune diseases. Landos’ lead
investigational asset is NX-13, a first-in-class, oral NLRX1
agonist (a member of the NOD-like receptor family) with a bimodal
mechanism of action (MOA), which is anti-inflammatory and
facilitates epithelial repair.
“With this acquisition, we aim to advance the clinical
development of NX-13, a differentiated, first-in-class, oral asset
with the potential to make a difference in the lives of people
living with ulcerative colitis and Crohn’s disease,” said Roopal
Thakkar, M.D., senior vice president, chief medical officer, global
therapeutics, AbbVie.
“This announcement is a testament to Landos’ talented team and
their commitment to our mission of creating oral treatments that
can address a therapeutic gap,” said Gregory Oakes, president and
chief executive officer, Landos. “NX-13 and its bimodal MOA have
the potential to provide a novel approach to the treatment of
ulcerative colitis and Crohn’s disease. With AbbVie’s therapeutic
area leadership and expertise in global development, they are the
right company to further advance NX-13.”
NLRX1 regulates immunometabolism and inflammation, and its
activation impacts multiple mechanisms of inflammatory bowel
disease (IBD) pathogenesis. The randomized controlled Phase 2
NEXUS clinical trial evaluating NX-13 in UC is currently enrolling
patients in the United States and Europe (NCT05785715).
Under the terms of the agreement, AbbVie will acquire Landos at
a price of $20.42 per share in cash upon closing, or approximately
$137.5 million in the aggregate, plus one non-tradable contingent
value right per share with a value of up to $11.14 per share, or
approximately an additional $75 million in the aggregate, subject
to the achievement of a clinical development milestone. The
proposed transaction is expected to close in the second calendar
quarter of 2024, subject to customary closing conditions, including
approval by Landos’ stockholders.About the NEXUS
Study
NEXUS is a Phase 2 proof-of-concept clinical trial evaluating
NX-13 in patients with moderate to severe UC. NEXUS is a
randomized, multicenter, double-blind, placebo-controlled, multiple
dose, 12-week induction study evaluating 80 patients with moderate
to severe UC with a long-term extension (LTE) period. All subjects
will be randomized to receive either 250 mg or 750 mg immediate
release NX-13, or placebo. The primary objective of the trial will
be to evaluate the clinical efficacy, safety and pharmacokinetics
of oral NX-13 versus placebo (NCT05785715 ClinicalTrials.gov).
Advisors
AbbVie’s legal advisor is Paul, Weiss, Rifkind, Wharton &
Garrison LLP. Landos’ financial advisor is Jefferies LLC
and Cooley LLP is serving as legal advisor.
About AbbVie
AbbVie’s mission is to discover and deliver innovative medicines
and solutions that solve serious health issues today and address
the medical challenges of tomorrow. AbbVie strives to have a
remarkable impact on people's lives across several key therapeutic
areas – immunology, oncology, neuroscience, and eye care – and
products and services in AbbVie’s Allergan Aesthetics portfolio.
For more information about AbbVie, please visit us at
www.abbvie.com. Follow @abbvie on LinkedIn, Facebook, Instagram, X
(formerly Twitter), and YouTube.
About Landos Biopharma
Landos Biopharma is a clinical stage biopharmaceutical company
focused on the development of first-in-class, oral therapeutics for
patients with autoimmune diseases. Its mission is to create safe
and effective oral treatments that address the therapeutic gap in
the current treatment paradigm.
Landos has a portfolio of novel targets anchoring two libraries
of immunometabolic modulation pathways, including four potentially
first-in-class, once-daily, oral therapies targeting multiple
indications in the immunology space.
Landos is currently focused on advancing the clinical
development of NX-13 in UC. Landos initiated the NEXUS Phase 2
proof-of-concept trial (NCT05785715) in the second quarter of 2023
and plans to report topline results in the fourth quarter of
2024.
For more information, please
visit www.landosbiopharma.com.
No Offer or Solicitation
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Forward-Looking Statements
Some statements in this news release, and documents referred to
in this news release, are, or may be considered, forward-looking
statements for purposes of the Private Securities Litigation Reform
Act of 1995. The words "believe," "expect," "anticipate," "project"
and similar expressions and uses of future or conditional verbs,
generally identify forward-looking statements. AbbVie and Landos
caution that these forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. Such risks and uncertainties include: (i) the risk that
the proposed transaction may not be completed in a timely manner or
at all, (ii) the satisfaction (or waiver) of the conditions to the
consummation of the proposed transaction, including with respect to
the adoption of the definitive agreement by the stockholders of
Landos and required regulatory approvals, (iii) potential delays in
consummating the proposed transaction, (iv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreement, (v) the effect of the
announcement or pendency of the proposed transaction on Landos’
business relationships, operating results, and business generally,
(vi) risks that the proposed transaction disrupts current plans and
operations of the parties and potential difficulties in Landos’
employee retention as a result of the proposed transaction, (vii)
risks related to diverting management’s attention from Landos’
ongoing business operations, (viii) the outcome of any legal
proceedings that may be instituted against the parties or their
respective directors or officers related to the proposed
transaction, (ix) challenges to intellectual property, (x)
competition from other products, (xi) difficulties inherent in the
research and development process, (xii) adverse litigation or
government action, and (xiii) changes to laws and regulations
applicable to the industries of the parties. Additional information
about the economic, competitive, governmental, technological and
other factors that may affect AbbVie's and Landos’ operations is
set forth in Item 1A, "Risk Factors," of AbbVie's 2023 Annual
Report on Form 10-K which has been filed with the Securities and
Exchange Commission, as updated by its subsequent Quarterly Reports
on Form 10-Q and Item 1A, "Risk Factors," of Landos' 2023 Annual
Report on Form 10-K, which has been filed with the Securities and
Exchange Commission, as updated by its subsequent Quarterly Reports
on Form 10-Q. Such filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and neither AbbVie nor Landos
undertakes any obligation, and each specifically declines, to
release publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required by
law.
Additional Information and Where to Find It
In connection with the proposed transaction, Landos
will be filing relevant documents with the SEC, including
preliminary and definitive proxy statements on Schedule 14A
relating to the proposed transaction. The definitive proxy
statement will be sent to Landos’ stockholders in connection with
the proposed transaction. This news release is not a substitute for
the proxy statement or any other document that may be filed by
Landos with the SEC. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Any vote in respect of resolutions
to be proposed at Landos’ special stockholder meeting to approve
the proposed transaction or other responses in relation to the
proposed transaction should be made only on the basis of the
information contained in Landos’ proxy statement. Investors and
security holders will be able to obtain free copies of these
documents (when they are available) and other related documents
filed with the SEC at the SEC’s web site at www.sec.gov, on Landos’
website at https://ir.landosbiopharma.com, or by contacting Landos
at ir@landosbiopharma.com.
Participants in the Solicitation
Landos and certain of its directors, executive officers and
employees and other persons may be deemed to be participants in
soliciting proxies from its stockholders in connection with the
proposed acquisition. Information regarding the interests of
Landos’ directors and executive officers and their ownership of
Landos’ stock is set forth in Landos’ proxy statement on Schedule
14A for its 2023 Annual Meeting of Stockholders, which was filed
with the SEC on April 19, 2023. Additional information regarding
the persons who may, under the rules of the SEC, be considered to
be participants in the solicitation of Landos’ shareholders in
connection with the proposed acquisition and any direct
or indirect interests they may have in the
proposed acquisition will be set forth in Landos’
definitive proxy statement for its special shareholder meeting when
it is filed with the SEC. To the extent that Landos’ directors and
executive officers and their respective affiliates have acquired or
disposed of security holdings since the “as of” date indicated in
the 2023 Proxy Statement, such transactions have been or will be
reflected on Statements of Change in Ownership on Form 4 or
amendments to beneficial ownership reports on Schedule 13D filed
with the SEC.
AbbVie
Contacts Media: Lindsay
Cangemilindsay.cangemi@abbvie.com |
Investors: Liz
Shea liz.shea@abbvie.com |
Landos
Contacts Media/Investors: Rebecca
Mosigir@landosbiopharma.com |
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Landos Biopharma (NASDAQ:LABP)
過去 株価チャート
から 4 2024 まで 5 2024
Landos Biopharma (NASDAQ:LABP)
過去 株価チャート
から 5 2023 まで 5 2024