-Enhances Seattle Genetics’ Portfolio of Solid
Tumor Programs with Potential Rapid Registrational Pathways-
-Provides Global Rights to Pivotal Phase 2
Program in Development for HER2-Positive Metastatic Breast
Cancer-
-Conference Call Today at 8:30 a.m. ET-
Seattle Genetics, Inc. (Nasdaq:SGEN) and Cascadian Therapeutics,
Inc. (Nasdaq:CASC) today announced the signing of a definitive
merger agreement under which Seattle Genetics has agreed to acquire
Cascadian Therapeutics. Under the terms of the agreement, Seattle
Genetics will pay $10.00 per share in cash, or approximately $614
million. The transaction was unanimously approved by the Boards of
Directors of both companies.
Cascadian Therapeutics’ most advanced program is tucatinib, an
investigational oral, small molecule tyrosine kinase inhibitor
(TKI) that is highly selective for HER2, a growth factor receptor
that is overexpressed in multiple cancers, including breast,
colorectal, ovarian and gastric. Tucatinib is currently being
evaluated in a randomized global pivotal trial called HER2CLIMB for
patients with HER2-positive (HER2+) metastatic breast cancer,
including patients with or without brain metastases. Tucatinib has
been evaluated as a single agent and in combination with both
chemotherapy and other HER2-directed agents including Herceptin®
(trastuzumab) and Kadcyla® (trastuzumab emtansine). Results from
phase 1b trials showed that the combination of tucatinib,
capecitabine and trastuzumab was generally well-tolerated and
demonstrated clinical activity in patients with and without brain
metastases. The data support the ongoing pivotal trial and the
potential role of tucatinib in earlier lines of metastatic breast
cancer.
“This acquisition would enhance our late-stage clinical pipeline
with a potentially best-in-class, orally available and highly
selective TKI for patients with HER2-positive metastatic breast
cancer,” said Clay Siegall, Ph.D., President and Chief Executive
Officer of Seattle Genetics. “Tucatinib would complement our
existing pipeline of targeted cancer therapies, provide a third
late-stage opportunity for a commercial product in solid tumors and
expand our global efforts in breast cancer. It also leverages our
broad expertise and resources to advance and expand the tucatinib
program for patients. Beyond breast cancer, we believe there may be
opportunities for tucatinib in other tumor types, such as
HER2-positive metastatic colorectal cancer. Cascadian’s pipeline
also includes a preclinical immuno-oncology agent. We look forward
to welcoming the team at Cascadian Therapeutics and continuing the
momentum of the tucatinib development program.”
“This agreement represents a very positive outcome for patients
with HER2-expressing cancers, our employees and for our
stockholders,” said Scott D. Myers, President and Chief Executive
Officer of Cascadian Therapeutics. “Seattle Genetics has the
development and commercial capabilities and the resources needed to
more fully realize the potential of tucatinib as a new
best-in-class treatment option for metastatic breast cancer,
colorectal cancer and potentially for other indications.”
Terms of the Transaction
Under the terms of the definitive merger agreement, Seattle
Genetics will commence a tender offer on or about February 8, 2018
to acquire all of the outstanding shares of common stock of
Cascadian Therapeutics for $10 per share in cash. This represents a
69 percent premium to the closing price of Cascadian Therapeutics’
common stock on Tuesday, January 30, 2018, and a 139 percent
premium to its 30-day volume weighted average stock price. The
tender offer is subject to customary closing conditions, including
the tender of at least a majority of the outstanding shares of
Cascadian Therapeutics common stock (on a fully diluted basis) and
the expiration or early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. Following the closing of the tender offer, a wholly-owned
subsidiary of Seattle Genetics will merge with and into Cascadian
Therapeutics, with each share of Cascadian Therapeutics common
stock that has not been tendered being converted into the right to
receive the same $10 per share in cash offered in the tender offer.
The transaction is anticipated to close in the first quarter of
2018.
In connection with the transaction, Seattle Genetics has secured
a financing commitment in the amount of $400 million from Barclays
and JPMorgan-Chase Bank. The balance of the consideration will be
provided from cash on hand.
Leerink Partners LLC is acting as lead financial advisor to
Seattle Genetics. Barclays and J.P. Morgan Securities LLC are also
acting as financial advisors on the transaction. Perella Weinberg
Partners LP is acting as financial advisor to Cascadian
Therapeutics. Legal counsel for Seattle Genetics is Sullivan &
Cromwell LLP and legal counsel for Cascadian Therapeutics is Reed
Smith LLP. Goodwin Procter LLP acted as special counsel for the
Cascadian Therapeutics Board of Directors and Board transaction
committee.
Seattle Genetics Preliminary Financial Results
In conjunction with today’s announcement, Seattle Genetics
separately reported preliminary unaudited consolidated financial
results as of and for the quarter and year ended December 31, 2017
as follows:
Three Months Ended December 31,
2017
Year Ended December 31,
2017
Total revenues $128 million to $130 million $481 million to
$483 million
ADCETRIS net product sales in the U.S. and
Canada $82 million to $84 million $306 million to $308 million
Total revenues increased from the comparable periods in 2016
primarily as a result of increased ADCETRIS net product sales.
ADCETRIS net product sales increased from the comparable periods in
2016 primarily due to an increase in sales volume and, to a lesser
extent, price increases. The increases in sales volumes in both
periods were driven primarily by increased use of ADCETRIS across
multiple lines of therapy in Hodgkin lymphoma and for the treatment
of other malignancies.
In addition, as of December 31, 2017, Seattle Genetics had
approximately $413 million in cash and cash equivalents and
short-term investments.
Conference Call Details
Seattle Genetics’ management will host a conference call and
webcast to discuss the transaction today at 5:30 a.m. Pacific Time
(PT); 8:30 a.m. Eastern Time (ET). The live event will be available
from the Seattle Genetics website at www.seattlegenetics.com, under
the Investors section, or by calling 800-281-7973 (domestic) or
323-794-2093 (international). The conference ID is 7936538. A
replay of the discussion will be available beginning at
approximately 8:30 a.m. PT today from the Seattle Genetics website
or by calling 888-203-1112 (domestic) or 719-457-0820
(international), using conference ID 7936538. The telephone replay
will be available until 5:00 p.m. PT on Friday, February 2,
2018.
About Seattle Genetics
Seattle Genetics is an innovative biotechnology company
dedicated to improving the lives of people with cancer through
novel antibody-based therapies. The company’s industry-leading
antibody-drug conjugate (ADC) technology harnesses the targeting
ability of antibodies to deliver cell-killing agents directly to
cancer cells. Seattle Genetics commercializes ADCETRIS®
(brentuximab vedotin) for the treatment of several types of
CD30-expressing lymphomas. The company is also advancing a robust
pipeline of novel therapies for solid tumors and blood-related
cancers designed to address significant unmet medical needs and
improve treatment outcomes for patients. More information can be
found at www.seattlegenetics.com and follow @SeattleGenetics on
Twitter.
About Cascadian Therapeutics
Cascadian Therapeutics is a clinical-stage biopharmaceutical
company dedicated to developing innovative product candidates for
the treatment of cancer. For more information, please
visit www.cascadianrx.com.
Additional Information about the Transaction
The tender offer described in this communication (the “Offer”)
has not yet commenced, and this communication is neither an offer
to purchase nor a solicitation of an offer to sell any shares of
the common stock of Cascadian Therapeutics or any other securities.
On the commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the United
States Securities and Exchange Commission (the “SEC”) and Cascadian
Therapeutics will file a Solicitation/Recommendation Statement on
Schedule 14D-9 relating to the Offer with the SEC. The offer to
purchase shares of Cascadian Therapeutics common stock will only be
made pursuant to the offer to purchase, the letter of transmittal
and related documents filed with such Schedule TO. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT
AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER,
AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
tender offer statement will be filed with the SEC by Valley
Acquisition Sub, Inc. and Seattle Genetics, Inc., and the
solicitation/recommendation statement will be filed with the SEC by
Cascadian Therapeutics. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to Innisfree M&A
Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain, in addition to historical
information, certain forward-looking statements regarding future
events, conditions, circumstances or the future financial
performance of Seattle Genetics, Inc., and its affiliates,
including Valley Acquisition Sub, Inc. (collectively, “Seattle
Genetics”) or Cascadian Therapeutics following completion of the
Offer, the merger and other related transactions (the
“Transactions”), as well as Seattle Genetics’ preliminary financial
results set forth in this communication and other statements herein
that are not historical fact. Often, but not always,
forward-looking statements can be identified by the use of words
such as “plans,” “expects,” “expected,” “scheduled,” “estimates,”
“intends,” “anticipates” or “believes,” or variations of such words
and phrases or state that certain actions, events, conditions,
circumstances or results “may,” “could,” “would,” “might” or “will”
be taken, occur or be achieved. Such forward-looking statements are
not guarantees or predictions of future performance, and are
subject to known and unknown risks, uncertainties and other
factors, many of which are beyond our control, that could cause
actual results, performance or achievements of Seattle Genetics or
Cascadian Therapeutics following completion of the Transactions to
differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such risks and uncertainties include: (i) the risk that
not all conditions of the Offer or the merger will be satisfied or
waived, (ii) uncertainties associated with any aspect of the
Transactions, including uncertainties relating to the anticipated
timing of filings and approvals relating to the Transactions, the
outcome of legal proceedings that may be instituted against
Cascadian Therapeutics and/or others relating to the Transactions,
the expected timing of completion of the Transactions, the
satisfaction of the conditions to the consummation of the
Transactions and the ability to complete the Transactions, (iii)
the level of product sales in the United States, Canada, the
European Union, Japan and other countries in which Seattle Genetics
has received approval by relevant regulatory authorities, (iv) the
results of discovery efforts and preclinical, clinical and
commercial activities by Seattle Genetics or Cascadian
Therapeutics, or those of their respective competitors, (v)
announcements of the FDA or foreign regulatory approval or
non-approval of product candidates, or specific label indications
for or restrictions, warnings or limitations in its use, or delays
in the regulatory review or approval process, in connection with
product candidates, (vi) announcements regarding the results of the
clinical trials that each of Seattle Genetics and Cascadian
Therapeutics are conducting or may in the future conduct,
(vii) announcements regarding, or negative publicity
concerning, adverse events associated with the use of Seattle
Genetics’ or Cascadian Therapeutics’ respective products or product
candidates, (viii) termination of or changes in Seattle Genetics’
or Cascadian Therapeutics’ existing collaborations or licensing
arrangements, (ix) entry into additional material strategic
transactions including licensing or acquisition of products,
businesses or technologies, (x) actions taken by regulatory
authorities with respect to product candidates, clinical trials or
regulatory filings of Seattle Genetics or Cascadian Therapeutics,
(xi) raising of additional capital and the terms upon which Seattle
Genetics may raise any additional capital, (xii) market conditions
for equity investments in general, or the biotechnology or
pharmaceutical industries in particular, (xiii) developments or
disputes concerning Seattle Genetics’ or Cascadian Therapeutics’
proprietary rights, (xiv) developments regarding the pending and
potential additional related purported securities class action
lawsuits, as well as any other potential litigation, (xv) share
price and volume fluctuations attributable to inconsistent trading
volume levels of Seattle Genetics’ shares, (xvi) changes in
government regulations, (xvii) economic or other external factors
and (xviii) other factors discussed under the caption “Risk
Factors” in each company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2017 and other reports filed
with the SEC, including the tender offer documents to be filed by
Seattle Genetics and the solicitation/recommendation to be filed by
Cascadian Therapeutics. In addition, Seattle Genetics’ preliminary
financial results reported in this communication only reflect
information available to Seattle Genetics at this time,
may differ, perhaps materially, from actual results, and have not
been reviewed or audited by Seattle Genetics’ independent
registered public accounting firm. Many of these risks and
uncertainties relate to factors that are beyond Seattle Genetics’
and Cascadian Therapeutics’ ability to control or estimate
precisely, and any or all of these forward-looking statements may
turn out to be wrong. Neither Seattle Genetics nor Cascadian
Therapeutics can give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. Each of
Seattle Genetics and Cascadian Therapeutics disclaim any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, conditions,
circumstances or otherwise, except as required by applicable
law.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Seattle Genetics or Cascadian Therapeutics following completion of
the Offer, the merger and other related transactions unless
otherwise stated.
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version on businesswire.com: http://www.businesswire.com/news/home/20180131005494/en/
Seattle Genetics, Inc.Investors:Peggy Pinkston,
425-527-4160ppinkston@seagen.comorMedia:Tricia Larson,
425-527-4180tlarson@seagen.comorFor
Cascadian Therapeutics, Inc.Monique Greer,
206-801-2107mgreer@cascadianrx.com
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