Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) and Checkmate
Pharmaceuticals, Inc. (NASDAQ: CMPI) a clinical stage
biopharmaceutical company focused on proprietary technology to
harness the power of the immune system to combat cancer, today
announced a definitive agreement for the acquisition of Checkmate
by Regeneron at an all-cash price of $10.50 per share of Checkmate
common stock. The proposed acquisition values Checkmate at a total
equity value of approximately $250 million.
Checkmate’s lead investigational candidate is vidutolimod, an
advanced generation CpG-A oligodeoxynucleotide Toll-like receptor 9
(TLR9) agonist delivered in a virus-like particle.
“As we continue to advance and expand our research efforts in
immuno-oncology, the acquisition of Checkmate will add a promising
new modality to Regeneron’s toolkit of potential approaches for
difficult-to-treat cancers,” said Leonard S. Schleifer, M.D.,
Ph.D., President and Chief Executive Officer of Regeneron. “The
unique combination of a differentiated Toll-like receptor 9 with
other antibody-based oncology agents may result in increased
clinical benefit and provide new treatment options for patients in
need. We look forward to welcoming the Checkmate team and their
complementary scientific acumen to the Regeneron family.”
“We are thrilled that Checkmate will become part of Regeneron, a
biotechnology leader that shares our deep appreciation for science,
hunger for ground-breaking discoveries and commitment to helping
patients defeat cancer,” said Alan Bash, President and Chief
Executive Officer of Checkmate.
“We believe that the data we have generated with vidutolimod
positions Checkmate at the forefront of the innate immune activator
field. It is our hope that Regeneron’s resources and expertise will
help accelerate the development of vidutolimod and realization of
the full potential of our virus-like particle (VLP) platform for
immunotherapy,” said Art Krieg, M.D., Checkmate’s Founder and Chief
Scientific Officer.
Vidutolimod is administered into the tumor and is believed to
induce and expand anti-tumor T cells and induce tumor regression as
a monotherapy in patients whose tumors previously progressed on
PD-1 checkpoint inhibition. In the Phase 1b program, documented
abscopal responses were seen in distant, un-injected lesions.
Vidutolimod is an investigational therapy and has not been approved
by U.S. Food and Drug Administration or any other regulatory
agency.
The merger agreement provides for Regeneron, through a
subsidiary, to initiate a tender offer to acquire all outstanding
shares of Checkmate at an all-cash price of $10.50 per share of
Checkmate common stock. The closing of the tender offer will be
subject to certain conditions, including the tender of at least a
majority of the outstanding shares of Checkmate common stock, the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary closing conditions.
Upon the successful completion of the tender offer, Regeneron will
acquire all shares not acquired in the tender through a second-step
merger. The transaction is expected to close in mid-2022.
Regeneron’s legal advisor for the transaction is Wachtell,
Lipton, Rosen & Katz. Centerview Partners is serving as
Checkmate’s financial advisor and Goodwin Procter LLP is serving as
its legal advisor.
About VidutolimodVidutolimod works by two
complementary mechanisms that together have a unique ability to
drive a strong systemic anti-tumor T cell response. First, the
virus-like particle (VLP) activates an immune response to the VLP,
leading to the production of antibodies that deliver the VLP
into plasmacytoid dendritic cells (pDC) and other immune
cells via specialized receptors called FcRs. This provides an
initial stimulatory signal to pDC and brings the CpG-A
to TLR9 (the receptor for CpG DNA) inside the pDC.
Second, CpG-A stimulates TLR9 in a manner that induces pDC to
release significantly higher levels of IFN-α and other type I
interferons than other innate immune activators, resulting in
a stronger anti-tumor T cell response.
Animal models and in vitro experiments suggest that, when
activated by vidutolimod by this combination of signals, pDC
recruit and coordinate a variety of other immune cells, culminating
in the generation of a strong anti-tumor T cell response.
About Regeneron Regeneron (NASDAQ: REGN)
is a leading biotechnology company that invents life-transforming
medicines for people with serious diseases. Founded and led for
nearly 35 years by physician-scientists, our unique ability to
repeatedly and consistently translate science into medicine has led
to nine FDA-approved treatments and numerous product candidates in
development, almost all of which were homegrown in our
laboratories. Our medicines and pipeline are designed to help
patients with eye diseases, allergic and inflammatory diseases,
cancer, cardiovascular and metabolic diseases, pain, hematologic
conditions, infectious diseases and rare diseases.
Regeneron is accelerating and improving the traditional drug
development process through our
proprietary VelociSuite® technologies, such
as VelocImmune®, which uses unique genetically humanized mice
to produce optimized fully human antibodies and bispecific
antibodies, and through ambitious research initiatives such as the
Regeneron Genetics Center, which is conducting one of the largest
genetics sequencing efforts in the world.
For additional information about the company, please
visit www.regeneron.com or follow @Regeneron on
Twitter.
About Checkmate Pharmaceuticals Checkmate
Pharmaceuticals is a clinical stage biotechnology company focused
on developing its proprietary technology to harness the power of
the immune system to combat cancer. Checkmate Pharmaceuticals’
product candidate, vidutolimod (CMP-001), is an advanced generation
Toll-like receptor 9 (TLR9) agonist, delivered as a biologic
virus-like particle utilizing a CpG-A oligodeoxynucleotide as a key
component, designed to trigger the body’s innate immune system to
attack tumors in combination with other therapies. Information
regarding Checkmate Pharmaceuticals is available
at www.checkmatepharma.com.
Forward-looking StatementsThis communication
includes forward-looking statements that involve risks and
uncertainties relating to future events and the future performance
of Regeneron Pharmaceuticals, Inc. ("Regeneron") and
Checkmate Pharmaceuticals, Inc. (“Checkmate”) and actual events or
results may differ materially from these forward-looking
statements. Words such as "anticipate," "expect," "intend," "plan,"
"believe," "seek," "estimate," variations of such words, and
similar expressions are intended to identify such forward-looking
statements, although not all forward-looking statements contain
these identifying words. Risks that may cause these forward-looking
statements to be inaccurate include, without limitation:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of Checkmate’s stockholders will
tender their stock in the offer; the possibility that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay, or refuse
to grant approval for the consummation of the transaction (or only
grant approval subject to adverse conditions or limitations); the
difficulty of predicting the timing or outcome of regulatory
approvals or actions, if any; the possibility that the transaction
does not close; risks related to Regeneron’s ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the proposed
acquisition will not be realized or will not be realized within the
expected time period and that Regeneron and Checkmate will not be
integrated successfully; the effects of the transaction on
relationships with employees, other business partners or
governmental entities; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of
Regeneron’s or Checkmate’s common stock and/or Regeneron’s or
Checkmate’s operating results; significant transaction costs;
unknown liabilities; the risk of litigation and/or regulatory
actions related to the proposed acquisition; the impact of
SARS-CoV-2 (the virus that has caused the COVID-19 pandemic) on
Regeneron’s or Checkmate’s business and its employees,
collaborators, and suppliers and other third parties on which
Regeneron and Checkmate rely; Regeneron's, Checkmate’s, and their
collaborators' ability to continue to conduct research and clinical
programs; Regeneron's and Checkmate’s ability to manage their
supply chains; Regeneron’s ability to manage net product sales of
products marketed or otherwise commercialized by Regeneron and/or
its collaborators or licensees (collectively, "Regeneron's
Products"); the nature, timing, and possible success and
therapeutic applications of Regeneron's Products, product
candidates being developed by Regeneron and/or its collaborators or
licensees (collectively, "Regeneron's Product Candidates"), and
product candidates being developed by Checkmate, such as
vidutolimod; the extent to which the results from the research and
development programs conducted by Regeneron, Checkmate, and/or
their collaborators or licensees may be replicated in other studies
and/or lead to advancement of product candidates to clinical
trials, therapeutic applications, or regulatory approval; the
potential of the Toll-like receptor 9 (TLR9) agonist technology
discussed in this press release; uncertainty of the utilization,
market acceptance, and commercial success of Regeneron's Products,
Regeneron's Product Candidates, and vidutolimod and the impact of
studies (whether conducted by Regeneron, Checkmate or others and
whether mandated or voluntary) on any of the foregoing or any
potential regulatory approval of Regeneron's Products, Regeneron's
Product Candidates, and vidutolimod; the likelihood, timing, and
scope of possible regulatory approval and commercial launch of
Regeneron's Product Candidates and vidutolimod and new indications
for Regeneron's Products; the ability of Regeneron's and
Checkmate’s collaborators, licensees, suppliers, or other third
parties (as applicable) to perform manufacturing, filling,
finishing, packaging, labeling, distribution, and other steps
related to Regeneron's Products, Regeneron's Product Candidates,
and vidutolimod; the ability of Regeneron and/or its collaborators
to manufacture and manage supply chains for multiple products and
product candidates; safety issues resulting from the administration
of Regeneron's Products, Regeneron’s Product Candidates, and
vidutolimod in patients, including serious complications or side
effects in connection with the use of Regeneron's Products,
Regeneron's Product Candidates, and vidutolimod in clinical trials;
determinations by regulatory and administrative governmental
authorities which may delay or restrict Regeneron's ability to
continue to develop or commercialize Regeneron's Products,
Regeneron's Product Candidates, or Checkmate’s ability to continue
to develop or commercialize vidutolimod; and competing drugs and
product candidates that may be superior to, or more cost effective
than, Regeneron's Products, Regeneron's Product Candidates, or
vidutolimod. A more complete description of these and other
material risks can be found in Regeneron's and Checkmate’s filings
with the U.S. Securities and Exchange Commission, including
their Forms 10-K for the year ended December 31, 2021 as well
as the Schedule TO and related tender offer documents to be filed
by Regeneron and Scandinavian Acquisition Sub, Inc. and the
Schedule 14D-9 to be filed by Checkmate, and, if applicable, the
proxy statement referenced below. Any forward-looking statements
are made based on the current beliefs and judgments of Regeneron’s
and Checkmate’s management, and the reader is cautioned not to rely
on any forward-looking statements made by Regeneron or Checkmate.
Regeneron and Checkmate do not undertake any obligation to update
(publicly or otherwise) any forward-looking statement, including
without limitation any financial projection or guidance, whether as
a result of new information, future events, or otherwise.
Additional Information and Where to Find ItThe
tender offer referenced in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell securities of Checkmate, nor is it a substitute for the
tender offer materials that Checkmate, Regeneron or its acquisition
subsidiary, Scandinavian Acquisition Sub, Inc. will file with the
Securities and Exchange Commission (“SEC”). The solicitation and
offer to buy Checkmate stock will only be made pursuant to an Offer
to Purchase and related tender offer materials that Regeneron
intends to file with the SEC. At the time the tender offer is
commenced, Regeneron and its acquisition subsidiary will file a
Tender Offer Statement on Schedule TO and thereafter Checkmate will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer. Under certain
circumstances described in the definitive transaction documents,
Regeneron may determine to instead to terminate or withdraw the
offer and effect the transaction through a merger only, in which
case the relevant documents to be filed with the SEC will include a
proxy statement for the solicitation of votes of Checkmate
stockholders to approve the merger. CHECKMATE’S STOCKHOLDERS AND
OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF
APPLICABLE, THE PROXY STATEMENT BECAUSE THEY WILL EACH CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF CHECKMATE SECURITIES AND
OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING WITH RESPECT TO THE TENDER OFFER, OR, IF APPLICABLE,
VOTING ON THE TRANSACTION. The Offer to Purchase, the related
Letter of Transmittal, certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, and if
applicable, the proxy statement will be made available to all
stockholders of Checkmate at no expense to them and will also be
made available for free at the SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting either
Regeneron or Checkmate. Copies of the documents filed with the SEC
by Checkmate will be available free of charge on Checkmate’s
website at https://ir.checkmatepharma.com or by contacting
Checkmate’s Investor Relations Department at (617) 682-3625. Copies
of the documents filed with the SEC by Regeneron will be available
free of charge on Regeneron’s website at
https://investor.regeneron.com or by contacting Regeneron’s
Investor Relations Department at invest@regeneron.com or (914)
847-7741.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, and if applicable, the
proxy statement, Regeneron and Checkmate each file annual,
quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports or
other information filed by Regeneron or Checkmate at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Regeneron’s and Checkmate’s filings with
the SEC are also available for free to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
If the tender offer is terminated and the transaction is to be
effected by merger only, in which case, the approval of Checkmate
stockholders must be obtained, Regeneron, Checkmate and their
respective directors and executive officers may be deemed to be
participants in any such solicitation of proxies from Checkmate’s
stockholders in connection with the proposed transaction.
Information regarding Regeneron’s directors and executive officers
is available in its proxy statement that was filed with the SEC;
information regarding Checkmate’s directors and executive officers
is available in its proxy statement that was filed with the SEC.
Other information regarding potential participants in any such
proxy solicitation will be contained in any proxy statement filed
in connection with the transaction.
Regeneron Media Relations
Alexandra Bowie
Tel: +1 914-847-3407
Alexandra.bowie@regeneron.com
Regeneron Investor Relations
Vesna Tosic
Tel: +1 914-847-5443
vesna.tosic@regeneron.com
Checkmate Media Contact
Karen Sharma
MacDougall Advisors
Tel: +1 781-235-3060
ksharma@macdougall.bio
Checkmate Investor Contact
Rob Dolski
Chief Financial Officer
rdolski@checkmatepharma.com
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