공시 • Jan 25
Aventis Inc. entered into a definitive agreement to acquire Inhibrx, Inc. (NasdaqGM:INBX) for $1.4 billion.
Aventis Inc. entered into a definitive agreement to acquire Inhibrx, Inc. (NasdaqGM:INBX) for $1.4 billion on January 22, 2024. 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 Inhibrx 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%. 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. The Merger Agreement contains certain termination rights for each of Inhibrx and Aventis. Upon termination of the Merger Agreement in accordance with its terms, under certain circumstances, Inhibrx will be required to pay Aventis a termination fee in an amount equal to $54,500,000. The Merger Agreement also provides that Aventis will be required to pay Inhibrx a reverse termination fee of $92,125,000 if the Merger is not consummated due to the failure of certain conditions to be satisfied as a result of failure to obtain antitrust clearance. 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, effectiveness of the registration statement, anti trust approval and approval by Inhibrx's stockholders. The boards of directors of both Inhibrx and Sanofi have unanimously approved the transaction. Subject to the satisfaction or waiver of customary closing conditions, Sanofi and Inhibrx expect the transaction to close in the second quarter of 2024.
Centerview Partners LLC is acting as exclusive financial advisor and provided fairness opinion to Inhibrx and Krishna Veeraraghavan and Benjamin M. Goodchild of Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as legal counsel. Lazard is acting as exclusive financial advisor to Sanofi and Michael J. Aiello and Amanda Fenster of Weil, Gotshal & Manges LLP is serving as legal counsel. Graham Robinson and Christopher M. Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Centerview Partners LLC.