French drug major Sanofi (SNYNF,SNY) Wednesday said it has entered into a definitive merger agreement to buy Kadmon Holdings, Inc. (KDMN), the developer of Rezurock, a recently FDA-approved treatment for chronic graft-versus-host disease.
In the deal, Kadmon shareholders will receive $9.50 per share in cash, which represents a total equity value of approximately $1.9 billion.
The offer price represents a premium of 79 percent over the closing price on September 7 and a premium of approximately 113 percent over the 60 trading days volume weighted average price.
The transaction is expected to be modestly dilutive to Sanofi’s earnings per share in 2022. The Sanofi and Kadmon Boards of Directors unanimously approved the transaction.
Subject to the satisfaction or waiver of customary closing conditions, Sanofi expects to complete the acquisition in the fourth quarter of 2021.
The acquisition supports Sanofi’s strategy to continue to grow its General Medicines core assets and will immediately add Rezurock(belumosudil) to its transplant portfolio. Rezurock is a recently FDA-approved, first-in-class treatment for chronic graft-versus-host disease or cGVHD for adult and pediatric patients 12 years and older who have failed at least two prior lines of systemic therapy.
Rezurock is the first and only approved small molecule therapy that inhibits the Rho-associated coiled-coil kinase 2 (ROCK2), a signaling pathway that modulates inflammatory response and fibrotic processes.
Sanofi said it will work closely with regulatory authorities across different geographies to ensure that patients suffering from cGVHD can benefit from belumosudil treatment as early as possible.
Kadmon is also developing Rezurock for the treatment of diffuse cutaneous systemic sclerosis, with an open-label Phase 2 clinical trial currently ongoing.
Kadmon’s pipeline includes drug candidates for immune and fibrotic diseases as well as immuno-oncology therapies.
Following the successful completion of the merger, a Sanofi unit will merge with Kadmon. Sanofi plans to fund the transaction with available cash resources.
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