ONO will merge Deciphera with and into its fully owned subsidiary, with Deciphera as the surviving entity, which will operate as a standalone subsidiary of ONO Group, from its headquarters in Waltham, Massachusetts
ONO to acquire Deciphera Pharmaceuticals. (Credit: Volodymyr Hryshchenko on Unsplash)
Japanese pharmaceutical company ONO Pharmaceutical has agreed to acquire all outstanding shares of Deciphera Pharmaceuticals for $25.60 per share, for a total value of around $2.4bn.
Deciphera is a US-based biotechnology company focused on discovering, developing, and commercialising important new medicines to improve the lives of people with cancer.
Under the terms of the agreement, ONO will acquire all outstanding shares of Deciphera through a tender offer, which will expire 20 business days after it is launched.
Upon completion of the tender offer, ONO will merge Deciphera with and into its fully owned subsidiary, with Deciphera as the surviving entity.
The purchase price represents a 74.7% premium to Deciphera’s last closing share price of $14.65, and a 68.8% premium to its 30-day volume weighted average price as of 26 April 2024.
The transaction, which has been unanimously approved by the board directors of both companies, is expected to be completed in the third quarter of this year.
The closing of the deal is subject to certain customary closing conditions, including US antitrust approvals and the tender of a majority of Deciphera’s outstanding shares of common stock.
Upon closing, Deciphera will operate as a standalone subsidiary of ONO Group, from its headquarters in Waltham, Massachusetts.
Deciphera president and CEO Steven Hoerter said: “Deciphera and ONO share a deep commitment to improve the lives of people living with cancer, and the transaction announced today enables us to make even greater impact for patients.
“Together, we expect to advance and accelerate each organization’s important work through combined research and development capabilities and a global commercial footprint.
“Importantly, this acquisition delivers for all of Deciphera’s stakeholders. It provides immediate, compelling value for our shareholders, provides greater opportunities for our world-class team, and ultimately, greater hope for patients.”
Deciphera has specialised research and development capabilities in kinase drug discovery, commercial and sales platforms in the US and Europe, and clinical development capabilities worldwide.
The company has a diverse pipeline of potential medicines, including QINLOCK, vimseltinib, DCC-3116 and multiple additional oncology candidates.
Its switch-control inhibitor QINLOCK has been approved in the US and 40 other countries to treat fourth-line gastrointestinal stromal tumours (GIST).
Vimseltinib is a highly selective switch-control kinase inhibitor intended for the treatment of tenosynovial giant cell tumour (TGCT), and potentially other indications.
The acquisition of Deciphera will enable ONO to strengthen its presence in oncology.
J.P. Morgan Securities served as exclusive financial advisor, and Goodwin Procter as legal counsel to Deciphera, on this transaction.
BofA Securities served as financial advisor and Greenberg Traurig as legal counsel to ONO.
ONO CEO, board chairman, and representative director Gyo Sagara said: “We expect that this acquisition of Deciphera will not only expand ONO’s target oncology portfolio, but also accelerate ONO’s business development in the United States and Europe and strengthen kinase drug discovery research.
“Deciphera’s mission statement ‘Inspired by Patients: Defeat Cancer’ is aligned with ONO’s corporate philosophy ‘Dedicated to the Fight against Disease and Pain.’
“We respect the innovative culture of Deciphera and look forward to working together to drive further growth for both ONO and Deciphera.”