Merck, through its acquisition subsidiary, will initiate a tender offer to acquire all outstanding shares of Imago for $36 per share in cash, subject to certain customary closing conditions


Merck headquarters in Kenilworth, NJ. (Credit: Merck & Co., Inc., Rahway, NJ USA, and its affiliates)

Merck, also known as MSD outside the US and Canada, has entered into a definitive agreement to acquire US-based biopharmaceutical company Imago BioSciences for a total equity value of around $1.35bn.

Under the terms of the agreement, Merck, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Imago for $36 per share in cash.

The closing of the tender offer is subject to certain customary conditions, including the tender of the majority of Imago’s outstanding shares, and the expiration of the waiting period under the Hart-Scott-Rodino Act, among other conditions.

Upon completion of the tender offer, Merck’s acquisition subsidiary will be merged into Imago, and any Imago shares not tendered will be cancelled, and converted into the right to receive $36 per share.

The transaction is expected to be completed in the first quarter of 2023.

Merck president and chief executive officer Robert M Davis said: “We continue to invest in our pipeline with a focus on applying our unique capabilities to unlock the value of breakthrough science for the patients we serve.

Merck Research Laboratories president Dean Y Li said: “Evidence indicates that LSD1 plays an important role in the maturation of blood cells in the bone marrow.

“We look forward to working with the Imago team to further investigate the potential of bomedemstat for patients with myeloproliferative neoplasms.”

Imago is a clinical-stage biopharmaceutical company engaged in developing new medicines for the treatment of myeloproliferative neoplasms (MPNs) and other bone marrow diseases.

MPNs are a group of diseases of bone marrow, which cause excessive production of red blood cells, platelets, or certain white blood cells.

The company’s lead candidate, bomedemstat (IMG-7289), is an investigational orally available lysine-specific demethylase 1 (LSD1) inhibitor.

LSD1 is a type of epigenetic protein that regulates gene expression through chemical modifications of proteins, RNA and DNA.

Bomedemstat is currently being developed in multiple Phase 2 trials, for the treatment of essential thrombocythemia (ET), myelofibrosis (MF), polycythemia vera (PV), and other indications.

Imago BioSciences founder and chief executive officer Hugh Y Rienhoff, Jr. said: “This milestone is a testament to more than a decade of pioneering research by Imago scientists and the entire Imago team’s unwavering dedication to improving the lives of patients.

“This agreement leverages Merck’s industry-leading clinical development expertise to maximize the therapeutic potential of bomedemstat while providing important value for shareholders.

“I would also like to acknowledge with gratitude the early investors – Blackstone Life Sciences, Frazier Healthcare, Omega Funds, Amgen Ventures, and MRL Ventures Fund who placed their faith in Imago beginning in 2014.”

Last year, Merck announced the acquisition of clinical-stage biopharmaceutical company Acceleron Pharma for a total of around $11bn.