Sanofi announced that it will purchase U.S. biotech Kadmon to enhance its transplant business for approximately $1.9 billion.
Sanofi and Kadmon Holdings, Inc. (NASDAQ: KDMN), a biopharm company that researches, develops, and distributes breakthrough medicines for disease with large unmet medical needs, have reached a formal merger agreement. Sanofi will immediately add RezurockTM(belumosudil) to its transplant portfolio as part of its dedication to continue to expand its General Medicines core assets.
Sanofi acquires Kadmon and adds RezurockTM to its portfolio for approx. $1.9 billion
Kadmon common stockholders will get $9.50 in cash per share, representing a total equity value of roughly $1.9 billion (on a fully diluted basis). The acquisition was unanimously authorized by the boards of directors of Sanofi and Kadmon.
RezurockTM is a first-in-class FDA approved treatment for chronic graft-versus-host disease (cGVHD) in adults and children aged 12 and above who have failed at least two lines of systemic therapy. Following the failure of at least two prior lines of systemic therapy, eventually, RezurockTM (belumosudil), became fully FDA-approved in July 2021. In August, RezurockTM made its debut in the United States.
The first and only small molecule treatment to target the Rho-associated coiled-coil kinase 2 (ROCK2) signaling system
RezurockTM the first and only small molecule treatment to target the Rho-associated coiled-coil kinase 2 (ROCK2) signaling system, which regulates inflammatory and fibrotic processes. Sanofi will collaborate closely with regulatory authorities in several countries to ensure that patients with cGVHD may get belumosudil therapy as soon as feasible. RezurockTM is also being developed by Kadmon for the treatment of diffuse cutaneous systemic sclerosis, and a Phase 2 open-label clinical study is now underway.
Drug candidates for immunological and fibrotic disorders, as well as immuno-oncology treatments, are also in Kadmon’s pipeline.
Olivier Charmeil, Executive Vice President General Medicines stated:
“We are transforming and simplifying our General Medicines business and have shifted our focus on differentiated core assets in key markets. We are thrilled to add Kadmon’s Rezurock to our well-established transplant portfolio. Our existing scale, expertise, and relationships in transplant create an ideal platform to achieve the full potential of Rezurock, which will address the significant unmet medical needs of patients with chronic graft-versus-host disease around the world.”
Harlan Waksal, M.D., President and Chief Executive Officer, Kadmon added:
“We are excited that Sanofi has acknowledged the value of Rezurock and the deep potential of our pipeline. By leveraging Sanofi’s global resources and long-standing expertise in developing and commercializing innovative medicines, Rezurock is now well positioned for global accessibility, faster. I want to thank the entire Kadmon team, including management and the Board of Directors, and the Sanofi organization, for their ongoing commitment to patients and their caregivers.”
Thymoglobulin® (anti-thymocyte globulin), a polyclonal anti-human thymocyte antibody preparation that works as a broad immunosuppressive and immunomodulating agent, and Mozobil® (plerixafor), a hematopoietic stem cell mobilizer, are the two most important products in Sanofi’s transplant business. Both medicines are important assets for General Medicines and are now registered and sold in over 65 countries.
Terms of the Transaction
Holders of Kadmon common stock will receive $9.50 per share in an all-cash transaction under the terms of the merger agreement, representing a total equity value of $1.9 billion. The offer price is 79% more than the closing price on September 7, 2021, and 113% higher than the volume weighted average price over the previous 60 trading days.
The deal is subject to typical closing conditions, such as acquiring a majority of the existing shares of Kadmon voting stock, the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 waiting period, and other standard conditions.Sanofi’s wholly owned subsidiary will combine with Kadmon when the transaction is completed, and outstanding Kadmon shares will receive $9.50 per share in cash. Sanofi intends to pay for the deal using cash on hand and anticipates completing the purchase in the fourth quarter of 2021, subject to the fulfilment or waiver of standard closing conditions.
Sanofi has hired Weil, Gotshal & Manges LLP as its legal counsel. Exclusive financial advisors to Kadmon in the deal are Cantor Fitzgerald & Co. and Moelis & Company LLC, while legal counsel is DLA Piper LLP (US).
Kadmon is a biopharmaceutical company that discovers, develops, and delivers transformative therapies for unmet medical needs. Rezurock™ (belumosudil), an oral, once-daily tablet, is approved in the United States for the treatment of adult and pediatric patients 12 years and older with chronic graft-versus-host disease (cGVHD) after failure of at least two prior lines of systemic therapy. Kadmon’s pipeline includes product candidates for immune and fibrotic diseases as well as immuno-oncology therapies. For more information, please visit www.kadmon.com.
Sanofi is a global biopharmaceutical company focused on human health. Sanofi prevent illness with vaccines, provide innovative treatments to fight pain and ease suffering. The company stands by the few who suffer from rare diseases and the millions with long-term chronic conditions. With more than 100,000 people in 100 countries, Sanofi is transforming scientific innovation into healthcare solutions around the globe.