TZIELD, the first disease-modifying medication to postpone Stage 3 type 1 diabetes (T1D), will be added to Sanofi’s portfolio following the $2.9 Billion Provention Bio acquisition.
French pharma giant Sanofi has announced that it will acquire Provention Bio, Inc. for $25.00 per share in cash, equivalent to an equity value of roughly $2.9 billion. Provention Bio, Inc. is a publicly traded biopharmaceutical company based in the US, that specializes in detecting and preventing immune-mediated illnesses, such as type 1 diabetes (T1D). The deal furthers Sanofi’s strategic drive toward products with a distinctive profile by adding a cutting-edge, fully owned, first-in-class medication for type 1 diabetes to its core asset portfolio in General Medicines.
Being the first and only treatment to postpone the onset of Stage 3 type 1 diabetes (T1D) in adults and children aged 8 years and older with Stage 2 T1D, TZIELD (teplizumab-mzwv) received approval in the United States last year.
In light of Sanofi’s expansion into areas with a high unmet medical need for disease-modifying treatments as well as its expertise in diabetes, the purchase makes strategic sense for the company. In order to maximize TZIELD’s potential as a transformative therapy both internationally and in the United States, Sanofi will continue to utilize its expertise in the field of diabetes. The company hopes to prevent some of the 65,000 people with type 1 diabetes who are diagnosed annually from progressing to Stage 3 of the disease. The acquisition expands upon an ongoing co-promotion arrangement with Provention Bio that currently sees the delivery of TZIELD, to patients in need of this immune-mediated treatment.
Olivier Charmeil, Executive Vice President, General Medicines, Sanofi, stated:
“The acquisition of Provention Bio builds on Sanofi’s mission to deliver best- and first-in-class medicines and resonates with our purpose of chasing the miracles of science for the benefit of people. By coupling Provention Bio’s transformative innovation with Sanofi’s expertise, we aim to bring life-changing benefits to people at risk of developing Stage 3 type 1 diabetes. Any additional indications, approvals and pipeline assets only serve to further our excitement. Given our existing partnership and complementary work in the diabetes and immunology spaces, we foresee a seamless integration and execution.”
TZIELD is the only medication indicated to postpone the development of Stage 3 T1D
TZIELD is administered as an intravenous (IV) infusion. It is a CD3-directed antibody that is indicated to postpone the onset of Stage 3 T1D in individuals aged 8 and older with Stage 2 T1D.
Those who advance to Stage 3 T1D may eventually need daily insulin injections for the rest of their lives. Stage 3 T1D is associated with serious health concerns, including diabetic ketoacidosis, which can end fatally.
TZIELD is also under late-stage clinical research for the treatment of young people with newly diagnosed clinical T1D, including children and adolescents (Stage 3). Top-line results from the current Phase 3 trial PROTECT are anticipated in the second half of 2023. Future improvements for TZIELD might include re-dosing, new formulations, and further therapeutic uses.
Ashleigh Palmer, Chief Executive Officer and Co-Founder, Provention Bio, Inc., says:
“Sanofi and Provention Bio share a common vision of bringing new therapies to patients with autoimmune diseases. Under our co-promotion agreement, our companies have made significant progress educating healthcare providers and increasing patient access during the initial U.S. commercial launch of TZIELD. Sanofi’s global expertise and commitment to immunology makes them an ideal acquiror and positions our innovative therapy to reach more patients as quickly as possible.”
Provention Bio also brings certain pipeline assets in early development in immune-mediated diseases.
Terms of the Sanofi- Provention Bio Acquisition Deal
Under the terms of the merger agreement, Sanofi will commence a cash tender offer to acquire all outstanding shares of Provention Bio, Inc. for $25.00 per share in cash, reflecting a total equity value of approximately $2.9 billion.
The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Provention Bio, Inc. common stock, that together with shares already owned by Sanofi or its affiliates, represents at least a majority of the outstanding shares of Provention Bio, Inc. common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.
If the tender offer is successfully completed, then following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with and into Provention Bio, Inc., and all of the outstanding Provention Bio, Inc. shares that are not tendered in the tender offer will be converted into the right to receive the same $25.00 per share in cash offered to Provention Bio, Inc. shareholders in the tender offer. Sanofi plans to fund the transaction with available cash resources. Subject to the satisfaction or waiver of customary closing conditions, Sanofi currently expects to complete the acquisition in the second quarter of 2023.
PJT Partners is acting as exclusive financial advisor to Sanofi and Weil, Gotshal & Manges LLP is acting as its legal counsel. BofA Securities, Inc. and Centerview Partners LLC are acting as financial advisors to Provention Bio, Inc. and Ropes & Gray LLP is acting as its legal counsel.
For more information, please visit: www.sanofi.com
Source: Sanofi – Aventis Groupe