Company Announcement
- Genmab to acquire ProfoundBio for USD 1.8 billion in
cash
- Acquisition will give Genmab worldwide rights to three
candidates in clinical development, including rinatabart sesutecan
(Rina-S), plus ProfoundBio’s novel antibody-drug conjugate (ADC)
technology platforms
- Rina-S is a novel, next-generation, potential best-in-class
Topo1 ADC targeting folate receptor alpha (FRα) in development for
the treatment of ovarian cancer and other solid tumors
- Genmab to host conference call today at 1:00 PM CEST / 12:00
PM BST / 7:00 AM EDT
Genmab A/S (Nasdaq: GMAB) and ProfoundBio, Inc.
announced today that the companies have entered into a
definitive agreement for Genmab to acquire ProfoundBio in an
all-cash transaction. ProfoundBio is a privately-owned
clinical-stage biotechnology company developing next-generation
ADCs and ADC technologies for the treatment of certain cancers,
including ovarian cancer and other FRα-expressing solid tumors.
Genmab will acquire ProfoundBio for USD 1.8 billion in cash,
payable at closing (subject to adjustment for ProfoundBio’s closing
net debt and transaction expenses).
The transaction will further broaden Genmab’s mid- to late-stage
clinical pipeline and strengthen and complement Genmab’s already
validated suite of proprietary technology platforms. The
acquisition will give Genmab worldwide rights to ProfoundBio’s
portfolio of next-generation ADCs, which consists of three clinical
and multiple preclinical programs including Rina-S, a potential
best-in-class, clinical-stage, FRα-targeted, Topo1 ADC, currently
in Phase 2 of a Phase 1/2 clinical trial, for the treatment of
ovarian cancer and other FRα-expressing solid tumors. In addition,
the combination of ProfoundBio’s novel ADC technology platforms
with Genmab’s proprietary antibody platforms will potentially
create new opportunities to generate and develop new medicines with
the potential to transform the treatment of cancer and improve the
lives of patients.
The addition of Rina-S to Genmab’s portfolio will enable Genmab
to deepen its presence in the gynecologic oncology space and
establish a firm foundation in solid tumors. As a potential
best-in-class ADC, Rina-S aims to address a broader patient
population than first-generation FRα-targeted ADCs. Based on the
data from the ongoing Phase 1/2 clinical trial Genmab intends to
broaden the development plans for Rina-S within ovarian cancer and
other FRα-expressing solid tumors. In January 2024, the U.S. Food
and Drug Administration (U.S. FDA) granted Fast Track designation
to Rina-S for the treatment of patients with FRα-expressing
high-grade serous or endometrioid platinum-resistant ovarian
cancer.
“The proposed acquisition of ProfoundBio firmly aligns with our
long-term strategy and our ambitious 2030 vision, to impact the
lives of patients through innovative antibody medicines,” said Jan
van de Winkel, Ph.D., President and Chief Executive Officer of
Genmab. “We believe that ProfoundBio’s ADC candidates, proprietary
technology platforms and talented team will be a great addition to
Genmab and that, together, we will be able to accelerate the
development of innovative, differentiated antibody therapies for
cancer patients.”
“Genmab shares our team’s mission of developing novel therapies
to improve outcomes for cancer patients. Genmab’s deep expertise in
antibody drug development and commercialization makes this a
compelling union that will allow us to rapidly develop and realize
the full potential of our ADC therapies to benefit patients,” said
Baiteng Zhao, Ph.D., ProfoundBio’s co-founder, Chief Executive
Officer and Chairman of the Board.
Details of the Transaction
The proposed transaction, which has been unanimously approved by
the Boards of Directors of both companies, is expected to close in
the first half of 2024. The closing of the proposed transaction is
subject to the satisfaction of customary closing conditions.
Following today’s announcement, Genmab’s operating expenses
before expenses incurred by it in connection with the proposed
transaction are now anticipated to be at or moderately above the
upper end of the previously disclosed guidance range of DKK 12.4
-13.4 billion. The anticipated increase reflects the incremental
R&D investment to support the advancement of ProfoundBio’s
clinical programs, primarily Rina-S. Genmab’s revenue guidance is
unchanged and expected to be in the previously disclosed guidance
range of DKK 18.7 – 20.5 billion. We expect to update our guidance
no later than in connection with Genmab’s second quarter 2024
earnings.
Goldman Sachs International is acting as sole financial advisor
to Genmab in this transaction and Shearman & Sterling LLP,
Simmons & Simmons LLP and Kromann Reumert are its legal
advisors.
BofA Securities, Inc. and Morgan Stanley & Co. LLC are
acting as financial advisors to ProfoundBio in this transaction and
Cooley LLP, Travers Thorp Alberga and Jun He Law Offices are its
legal advisors.
Conference Call Details
Genmab will hold a conference call to discuss the transaction
today, April 3 at 1:00 PM CEST / 12:00 PM BST / 7:00 AM EDT. To
join the call please use the following registration link:
https://register.vevent.com/register/BI9da0549848d848cdaa4b6cd96079bafd.
Registered participants will receive an email with a link to access
dial-in information as well as a unique personal PIN. To listen to
a live webcast of the call please use the following link:
https://edge.media-server.com/mmc/p/fxctprh2. An archive of the
webcast and relevant slides will be available at
https://www.Genmab.com/investors/.
About Genmab
Genmab is an international biotechnology company with a core
purpose guiding its unstoppable team to strive towards improving
the lives of patients through innovative and differentiated
antibody therapeutics. For 25 years, its passionate, innovative and
collaborative team has invented next-generation antibody technology
platforms and leveraged translational, quantitative, and data
sciences, resulting in a proprietary pipeline including bispecific
T-cell engagers, next-generation immune checkpoint modulators,
effector function enhanced antibodies, and antibody-drug
conjugates. To help develop and deliver novel antibody therapies to
patients, Genmab has formed 20+ strategic partnerships with
biotechnology and pharmaceutical companies. By 2030, Genmab’s
vision is to transform the lives of people with cancer and other
serious diseases with knock-your-socks-off (KYSO®) antibody
medicines.
Established in 1999, Genmab is headquartered in Copenhagen,
Denmark with locations in Utrecht, the Netherlands, Princeton, New
Jersey, U.S., and Tokyo, Japan. For more information, please visit
Genmab.com and follow us on LinkedIn and X.
About ProfoundBio
ProfoundBio is a clinical-stage biotechnology company focused on
the development of novel antibody-based therapeutics for patients
with cancer. Built on internally developed, innovative, and
proprietary technology platforms, ProfoundBio has developed a
pipeline consisting of multiple ADC drug candidates targeting solid
tumors and hematological malignancies. The company's disclosed
development pipeline consists of rinatabart sesutecan (Rina-S;
PRO1184), an ADC targeting FRα; PRO1160, an ADC targeting CD70;
PRO1107, an ADC targeting PTK7; and PRO1286, a bispecific ADC
targeting EGFR and cMET. ProfoundBio is headquartered in Seattle,
Washington with an R&D center of innovation in Suzhou,
China.
This Company Announcement contains forward looking statements.
The words “believe,” “expect,” “anticipate,” “intend” and “plan”
and similar expressions identify forward looking statements. Actual
results or performance may differ materially from any future
results or performance expressed or implied by such statements. The
important factors that could cause our actual results or
performance to differ materially include, among others, risks
associated with preclinical and clinical development of products,
uncertainties related to the outcome and conduct of clinical trials
including unforeseen safety issues, uncertainties related to
product manufacturing, the lack of market acceptance of our
products, our inability to manage growth or to realize the
anticipated benefits of acquisitions, including of ProfoundBio, the
competitive environment in relation to our business area and
markets, our inability to attract and retain suitably qualified
personnel, the unenforceability or lack of protection of our
patents and proprietary rights, our relationships with affiliated
entities, changes and developments in technology which may render
our products or technologies obsolete, and other factors. For a
further discussion of these risks, please refer to the risk
management sections in Genmab’s most recent financial reports,
which are available on www.genmab.com and the risk factors included
in Genmab’s most recent Annual Report on Form 20-F and other
filings with the U.S. Securities and Exchange Commission (SEC),
which are available at www.sec.gov. Genmab does not undertake any
obligation to update or revise forward looking statements in this
Company Announcement nor to confirm such statements to reflect
subsequent events or circumstances after the date made or in
relation to actual results, unless required by law.
Genmab A/S and/or its subsidiaries own the following trademarks:
Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the
Y-shaped Genmab logo®; HuMax®; DuoBody®; HexaBody®; DuoHexaBody®,
HexElect® and KYSO®.
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version on businesswire.com: https://www.businesswire.com/news/home/20240402203285/en/
Marisol Peron, Senior Vice President, Global Communications
& Corporate Affairs T: +1 609 524 0065; E: mmp@genmab.com
Andrew Carlsen, Vice President, Head of Investor Relations T:
+45 3377 9558; E: acn@genmab.com
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