Inhibrx, Inc. shareholders will receive per
share consideration of $30 per share
in cash, a CVR equal to $5, plus 0.25
shares in New Inhibrx, a new publicly traded company that retains
all non-101 assets of Inhibrx, Inc.
Sanofi to pay off Inhibrx's outstanding debt
balance and capitalize New Inhibrx with $200
million in cash
SAN
DIEGO, Jan. 23, 2024 /PRNewswire/ -- Inhibrx,
Inc. (Nasdaq: INBX) ("Inhibrx," or the "Company") and Sanofi
(Nasdaq: SNY) ("Sanofi") today announced that the companies have
entered into a definitive agreement under which Aventis Inc., a
Pennsylvania corporation (a
subsidiary of Sanofi) will acquire all the assets and liabilities
associated with INBRX-101, an optimized, recombinant alpha-1
antitrypsin ("AAT") augmentation therapy currently in a
registrational trial for the treatment of patients with alpha-1
antitrypsin deficiency ("AATD"). Immediately prior to the closing
of the merger, all non-101 assets and liabilities, including
INBRX-105, INBRX-106, INBRX-109, Inhibrx's non-101 discovery
pipeline and its corporate infrastructure, will be spun out from
the Company into a new publicly traded company, Inhibrx
Biosciences, Inc. ("New Inhibrx").
Under the terms of the agreement, Sanofi will acquire all
outstanding shares of Inhibrx through a merger, and in turn, each
Inhibrx shareholder will receive: (i) $30.00 per share in cash, (ii) one contingent
value right per share, representing the right to receive a
contingent payment of $5.00 in cash
upon the achievement of a regulatory milestone and (iii) one
SEC-registered, publicly listed, share of New Inhibrx per every
four shares of Inhibrx common stock held. In addition, in
connection with the transaction, Sanofi will assume and retire
Inhibrx's outstanding third party debt and cause New Inhibrx to be
funded with $200 million in cash and
will retain an equity interest in New Inhibrx of 8%. The
boards of directors of both Inhibrx and Sanofi have unanimously
approved the transaction.
Combined, the upfront cash portion of the consideration, the
potential contingent value payment, if achieved, and the assumption
of Inhibrx's debt, implies an aggregate transaction value of
approximately $2.2 billion.
Additionally, Inhibrx shareholders will own 92% of New Inhibrx
capitalized with $200 million in
cash.
Following the closing, New Inhibrx will continue to operate
under the "Inhibrx" name and will be led by Mark Lappe as Chairman and CEO, as well as the
other members of the current management team of Inhibrx. New
Inhibrx will continue to own Inhibrx's other clinical therapeutic
candidates, INBRX-105, INBRX-106, and INBRX-109, as well as its
non-101 discovery pipeline and certain corporate infrastructure
owned by Inhibrx.
Sanofi expects to finance the transaction with available cash
resources.
Sanofi's acquisition of Inhibrx is subject to the completion of
the New Inhibrx spin-off transaction and other customary closing
conditions, including receipt of regulatory approvals and approval
by Inhibrx's stockholders. Subject to the satisfaction or waiver of
customary closing conditions, Sanofi and Inhibrx expect the
transaction to close in the second quarter of 2024.
Advisors
Centerview Partners LLC is acting as exclusive financial advisor
to Inhibrx and Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as legal
counsel. Lazard is acting as exclusive financial advisor to Sanofi
and Weil, Gotshal & Manges LLP is serving as legal counsel.
About Inhibrx, Inc.
Inhibrx is a clinical-stage biopharmaceutical company focused on
developing a broad pipeline of novel biologic therapeutic
candidates in oncology and orphan diseases. Inhibrx utilizes
diverse methods of protein engineering to address the specific
requirements of complex target and disease biology, including its
proprietary protein engineering platforms. For more information,
please visit www.inhibrx.com.
About Sanofi
Sanofi is an innovative global healthcare company, driven by one
purpose: chase the miracles of science to improve people's lives.
Sanofi's team, across some 100 countries, is dedicated to
transforming the practice of medicine by working to turn the
impossible into the possible. Sanofi provides potentially
life-changing treatment options and life-saving vaccine protection
to millions of people globally, while putting sustainability and
social responsibility at the center of its ambitions.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements about
Sanofi's proposed acquisition of the Company and the Company's
related spin-off of the assets and liabilities associated with
INBRX-105, INBRX-106 and INBRX-109, which involve substantial risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. Such
risks and uncertainties include, among other things, risks related
to the satisfaction or waiver of the conditions to closing the
proposed acquisition (including the failure to obtain necessary
regulatory approvals and failure to obtain the requisite vote by
the Company's shareholders) in the anticipated timeframe or at all,
including the possibility that the proposed acquisition does not
close; the possibility that competing offers may be made; risks
related to the ability to realize the anticipated benefits of the
proposed acquisition, including the possibility that the expected
benefits from the acquisition will not be realized or will not be
realized within the expected time period; the risk that the
integration of the Company and Sanofi will be more difficult, time
consuming or costly than expected; risks and costs relating to the
separation of the assets and liabilities associated with INBRX-105,
INBRX-106 and INBRX-109 and the consummation of the spin-off in the
anticipated timeframe or at all; changes to the configuration of
the INBRX-105, INBRX-106 and INBRX-109 businesses included in the
separation if implemented; disruption from the transaction making
it more difficult to maintain business and operational
relationships; risks related to diverting management's attention
from the Company's ongoing business operation; negative effects of
this announcement or the consummation of the proposed transaction
on the market price of the Company's shares of common stock and/or
operating results; significant transaction costs; risks associated
with the discovery of unknown liabilities prior to or after the
closing of the proposed transactions; the risk of litigation and/or
regulatory actions related to the proposed transactions or the
Company's business; other business effects and uncertainties,
including the effects of industry, market, business, economic,
political or regulatory conditions; the conflicts in the
Ukraine and the Middle East; future exchange and interest
rates; changes in tax and other laws, regulations, rates and
policies; and future business combinations or disposals. Important
factors, risks and uncertainties that could cause actual results to
differ materially from such forward looking statements also include
but are not limited to the initiation, timing, progress and results
of the Company's research and development programs as well as the
Company's preclinical studies and clinical trials; the Company's
ability to advance therapeutic candidates into, and successfully
complete, clinical trials; the Company's interpretation of initial,
interim or preliminary data from the Company's clinical trials,
including interpretations regarding disease control and disease
response; the timing or likelihood of regulatory filings and
approvals, including whether any product candidate, receives
approval from the FDA, or similar regulatory authority, for an
accelerated approval process; the commercialization of the
Company's therapeutic candidates, if approved; the pricing,
coverage and reimbursement of the Company's therapeutic candidates,
if approved; the Company's ability to utilize the Company's
technology platform to generate and advance additional therapeutic
candidates; the implementation of the Company's business model and
strategic plans for the Company's business and therapeutic
candidates; the Company's ability to successfully manufacture the
Company's therapeutic candidates for clinical trials and commercial
use, if approved; the Company's ability to contract with
third-party suppliers and manufacturers and their ability to
perform adequately; the scope of protection the Company is able to
establish and maintain for intellectual property rights covering
the Company's therapeutic candidates; the Company's ability to
enter into strategic partnerships and the potential benefits of
such partnerships; the Company's estimates regarding expenses,
capital requirements and needs for additional financing; the
ability to raise funds needed to satisfy the Company's capital
requirements, which may depend on financial, economic and market
conditions and other factors, over which the Company may have no or
limited control; the Company's financial performance; the Company's
and the Company's third party partners' and service providers'
ability to continue operations and advance the Company's
therapeutic candidates through clinical trials and the ability of
the Company's third party manufacturers to provide the required raw
materials, antibodies and other biologics for the Company's
preclinical research and clinical trials in light of current market
conditions or any pandemics, regional conflicts, sanctions, labor
conditions, geopolitical events, natural disasters or extreme
weather events; the ability to retain the continued service of the
Company's key professionals and to identify, hire and retain
additional qualified professionals; and developments relating to
the Company's competitors and the Company's industry.
You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the Company's business
described in the "Risk Factors" and "Special Note Regarding
Forward-Looking Statements" sections of its Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and other documents filed from
time to time with the U.S. Securities and Exchange Commission (the
"SEC"), all of which are available at www.sec.gov. These 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 the Company assumes no obligation to, and does not intend to,
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, unless
required by law. The Company does not give any assurance that it
will achieve its expectations.
Additional Information and Where to Find It
In connection with the proposed acquisition, the Company will be
filing documents with the SEC, including preliminary and definitive
proxy statements relating to the proposed acquisition. The
definitive proxy statement will be mailed to the Company's
shareholders in connection with the proposed acquisition. This
communication is not a substitute for the proxy statement or any
other document that may be filed by the Company 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 ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in
respect of resolutions to be proposed at the Company's shareholder
meeting to approve the proposed acquisition or other responses in
relation to the proposed acquisition should be made only on the
basis of the information contained in the Company's proxy
statement. Investors and security holders may 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
or on the Company's website at https://www.inhibrx.com.
No Offer or Solicitation
This communication 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.
Participants in Solicitation
The Company, its respective directors and certain of their
respective executive officers may be deemed to be "participants"
(as defined under Section 14(a) of the Securities Exchange Act of
1934) in the solicitation of proxies from shareholders of the
Company with respect to the potential transaction. Information
about the identity of Company's (i) directors is set forth in the
section entitled "Our Board of Directors" on page 11 of Company's
proxy statement on Schedule 14A filed with the SEC on April 13, 2023 (the "2023 Proxy") (and available
here) and (ii) executive officers is set forth in the section
entitled "Our Executive Officers" on page 14 of the 2023 Proxy (and
available here). Information about the compensation of Company's
non-employee directors is set forth in the section entitled
"Non-Employee Director Compensation Policy" starting on page 16 of
the 2023 Proxy (and available here). Information about the
compensation of Company's named executive officers is set forth in
the section entitled "Executive Compensation" starting on page 18
of the 2023 Proxy (and available here). Transactions with related
persons (as defined in Item 404 of Regulation S-K promulgated under
the Securities Act of 1933) are disclosed in the section entitled
"Certain Relationships and Related Party Transactions" on page 31
of the 2023 Proxy (and available here). Information about the
beneficial ownership of Company securities by Company's directors
and named executive officers is set forth in the section entitled
"Security Ownership of Certain Beneficial Owners and Management"
starting on page 28 of the 2023 Proxy (and available here).
Any change of the holdings of the Company's securities by its
directors or executive officers from the amounts set forth in the
2023 Proxy have been reflected in the following Statements of
Beneficial Ownership on Form 4 filed with the SEC: Form 4, filed by
Kayyem Jon Faiz, with the filing of the Company on May 30, 2023; Form 4, filed by Manhard Kimberly,
with the filing of the Company on May 30,
2023; Form 4, filed by Vuori Kristiina MD, with the filing
of the Company on May 30, 2023; and
Form 4, filed by Forsyth Douglas,
with the filing of the Company on May 30,
2023. As of January [22], 2024, each of the "participants"
set forth below "beneficially owned" (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) less than 1% of
shares of common stock, par value $0.0001 share, of the Company.
Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be included in the
definitive proxy statement relating to the proposed
acquisition when it is filed with the SEC. These documents (when
available) may be obtained free of charge from the SEC's website at
www.sec.gov and the Company's website at
https://www.inhibrx.com.
Investor and Media Contact:
Kelly Deck, CFO
ir@inhibrx.com
858-795-4260
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SOURCE Inhibrx Inc.