Celgene Corporation and Abraxis BioScience Inc has signed a definitive merger agreement in which Celgene has agreed to acquire Abraxis BioScience.
Under the terms of the merger agreement, each share of Abraxis BioScience common stock will be converted into the right to receive an upfront payment of US$ 58.00 in cash and 0.2617 shares of Celgene common stock. The upfront payment values Abraxis BioScience at approximately US$ 2.9 billion, net of cash. Each share will also receive one tradeable Contingent Value Right (CVR), which entitles its holder to receive payments for future regulatory milestones and commercial royalties. The transaction is expected to be modestly dilutive to non-GAAP earnings in 2011 and accretive in 2012 and beyond.
The acquisition of Abraxis BioScience accelerates Celgene's strategy to become a global leader in oncology. The transaction adds Abraxane for Injectable Suspension (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) to the Company's existing portfolio of leading cancer products. Abraxane was approved in January 2005 by the US Food and Drug Administration (FDA) for the treatment of breast cancer after failure of combination chemotherapy for metastatic disease or relapse within six months of adjuvant chemotherapy. Prior therapy should have included an anthracycline unless clinically contraindicated. Abraxane was approved by the European Medicines Agency in January 2008 for a similar indication. Additionally, Abraxane has received orphan drug designation for stage IIB-IV melanoma and pancreatic cancer.
"The acquisition of Abraxis BioScience is an exceptional strategic fit that will accelerate our strategy of becoming a global leader in oncology," said Bob Hugin, chief executive officer of Celgene Corporation. "We are excited by the opportunity to leverage our clinical, regulatory and commercial capabilities to provide metastatic breast cancer patients with an innovative treatment in Abraxane. We are also excited by the potential of Abraxane to treat additional solid tumour malignancies such as non-small cell lung and pancreatic cancer. Finally, the potential of nab-based therapeutics developed by Abraxis coupled with Celgene's innovative science offers the potential to deliver long-term value to patients, doctors and all of our stakeholders."
"Our nab technology platform is changing the treatment paradigm for difficult-to-treat cancers," said Patrick Soon-Shiong, executive chairman of Abraxis BioScience. "In Celgene we have found the ideal partner to further expand the reach of Abraxane and our other treatments, in order to improve the lives of patients worldwide."
Abraxis BioScience has developed a proprietary nanoparticle albumin bound (nab) technology which leverages albumin nanoparticles for the active and targeted delivery of chemotherapeutics to the tumour.
Araxane is a solvent-free chemotherapy treatment option for metastatic breast cancer which was developed using Abraxis BioScience's proprietary nab technology platform.
Abraxis BioScience is a fully integrated global biotechnology company dedicated to the discovery, development and delivery of next-generation therapeutics and core technologies that offer patients safer and more effective treatments for cancer and other critical illnesses.
Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation.