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
COPENHAGEN, Denmark and SEATTLE, Washington; April 3,
2024 – 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 DetailsGenmab 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
GenmabGenmab 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 ProfoundBioProfoundBio 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.
Contacts: Marisol
Peron, Senior Vice President, Global Communications & Corporate
AffairsT: +1 609 524 0065; E: mmp@genmab.com
Andrew Carlsen, Vice President, Head of Investor RelationsT: +45
3377 9558; E: acn@genmab.com 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®.
Company Announcement no. 26 CVR no. 2102 3884 LEI Code
529900MTJPDPE4MHJ122
Genmab A/SCarl Jacobsens Vej 302500 Valby Denmark
- 030424_CA26_Acquisition of ProfoundBio
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