Merck initiated a tender offer Monday to buy all outstanding shares of Imago Biosciences. This follows the November announcement of the buyout.
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Merck is officially moving forward with a cash tender offer to buy all outstanding shares of South San Francisco-based Imago Biosciences, the larger company announced Monday. The companies expect to close the transaction early next year.
Merck first announced the $1.36 billion buyout of Imago last month, putting forth $1.36 billion for the rights to the company’s hematology portfolio.
Once the tender offer closes, all Imago stockholders will receive $36 in cash for each validly tendered common stock they hold. The agreement will see Imago survive the merger and become a subsidiary of Merck.
In line with its announcement, Merck filed a tender offer statement Monday on Schedule TO, outlining the terms and conditions relating to the merger.
In the document, Merck and Imago note that the latter’s board of directors has unanimously agreed that the merger and its associated transactions “are fair to, and in the best interests of, Imago and its stockholders.” Imago’s board has also recommended that the company’s stockholders accept Merck’s offer.
In an email Monday, a Merck spokesperson told BioSpace the acquisition “expands our growing hematology portfolio into myeloproliferative neoplasms, an area of high unmet medical need, while diversifying our pipeline.”
Myeloproliferative neoplasms are a group of bone marrow diseases that involve the overproduction of red blood cells, platelets or other specific subtypes of white blood cells. Crucial to this pathology is the LSD1 enzyme, which is essential in the production of these cells.
Imago’s star asset is bomedemstat (IMG-7289), an oral inhibitor of the LSD1 enzyme being assessed in various Phase II clinical trials as a treatment against polycythemia vera, myelofibrosis and essential thrombocythemia. The candidate is also in Phase I investigations for myelofibrosis, as a combination treatment with ruxolitinib.
Merck has high hopes for bomedemstat as a “potentially first-in-class orally available” molecule for essential thrombocythemia, for which there have been few breakthroughs, the spokesperson added.
Merck’s Oncology Onslaught
Monday’s tender offer for Imago falls neatly within Merck’s recent rally in the cancer space. In September, the industry titan pledged up to $65 million in early-stage investments to Italian company Nerviano Medical Sciences to advance NMS-293, a brain penetrant PARP1 inhibitor currently in Phase I studies for advanced and metastatic solid tumors.
A month later, in October, Merck agreed to a deal pairing its blockbuster anti-PD-1 drug Keytruda (pembrolizumab) with Kineta, Inc.’s KVA12123, an investigational anti-VISTA antibody for advanced solid tumors.
Still, not all has been smooth sailing for Merck. In August, amid disagreements over pricing, Merck’s plan to acquire fellow industry giant and cancer-focused biotech Seagen hit a roadblock. There has yet to be any development regarding this planned buyout.
