ONO Enters into a Definitive Agreement to Acquire Deciphera Pharmaceuticals
ONO Pharmaceutical, Co., , is set to acquire Deciphera Pharmaceuticals, Inc. for approximately US $2.4 billion. The deal involves a cash offer of US $25.60 per share, representing a premium of 74.7% to Deciphera's closing share price. The acquisition aims to strengthen ONO's oncology pipeline, expand global reach, and leverage Deciphera's commercial and research capabilities.
Acquisition valued at approximately US $2.4 billion for ONO Pharmaceutical, Co.,
Cash offer of US $25.60 per share, representing a premium of 74.7% to Deciphera's closing share price.
Enhances ONO's oncology pipeline with the addition of QINLOCK® and potential addition of vimseltinib.
Strengthens ONO's global commercial presence through Deciphera's capabilities in the United States and Europe.
Accelerates ONO's research and development capabilities in the field of oncology through Deciphera's drug discovery expertise.
The financial impact of the acquisition is still under review by ONO Pharmaceutical, Co.,
Deciphera Pharmaceuticals, Inc. reported operating losses in the past three years.
Deciphera's net losses per share have increased over the years.
The closing of the acquisition is subject to customary closing conditions, including U.S. antitrust clearance.
Insights
The acquisition of Deciphera Pharmaceuticals by ONO Pharmaceutical represents a substantial shift in ONO's strategic efforts to bolster its presence, particularly in the oncology sector. The purchase price, at a significant premium of
From an investor's perspective, this acquisition could be seen positively as it may lead to a diversified and strengthened pipeline for ONO, potentially translating into increased shareholder value over the long term. Investors should consider the risks of integration and the execution of post-merger strategies, which are critical for realizing the anticipated synergies and maintaining the momentum of newly acquired products.
The oncology market is witnessing rapid growth and ONO's acquisition of Deciphera positions it well in this competitive landscape. With the inclusion of Deciphera's commercial operations and R&D capabilities, ONO could gain traction in the United States and European markets. The potential approval of vimseltinib in the US and EU, along with a boosted oncology pipeline, can offer a strategic advantage in addressing unmet medical needs.
For those looking to invest, it's essential to watch how ONO manages the integration of Deciphera's portfolio and leverages its new assets to capture market share in the oncology space. The ability to realize direct sales and accelerate global development is important in evaluating the long-term impact of this acquisition.
The legal and regulatory framework involved in such cross-border acquisitions is quite complex. The successful closure of the ONO-Deciphera deal is contingent on antitrust clearances and other closing conditions, which represent significant legal hurdles. Investors should be aware of the potential legal implications which could delay or impact the expected benefits of the acquisition.
Furthermore, the tender offer process and merger terms are subjected to strict legal scrutiny by the SEC, which safeguards the interests of the stakeholders. Investors should be attentive to any filings or legal proceedings that could provide deeper insights into the acquisition's progress and any regulatory challenges that may arise.
1. Strategic Objectives of the Acquisition
ONO, as a Global Specialty Pharma company, is committed to delivering innovative new drugs to patients around the world. As a part of our medium-term management plan, ONO aims to reinforce our pipeline and accelerate global development, as well as realize direct sales in
Deciphera focuses on the discovery, development, and commercialization of innovative medicines for cancer and has deep expertise in kinase biology (see Table 1 below). QINLOCK® (ripretinib), a KIT inhibitor, is approved in over 40 countries and marketed globally, including in the US,
With this Acquisition, ONO will expand its oncology pipeline with near-term revenue growth, notably through the immediate addition of QINLOCK® and potential addition of vimseltinib. Moreover, acquiring Deciphera's commercial capabilities in
Gyo Sagara, Representative Director, Chairman of the Board and Chief Executive Officer of ONO, said, "We expect that this acquisition of Deciphera will not only expand ONO's targeted oncology portfolio, but also accelerate ONO's business development in
Steven L. Hoerter, President and Chief Executive Officer of Deciphera, 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. We believe that it provides immediate, compelling value for our shareholders, provides greater opportunities for our world-class team, and ultimately, greater hope for patients . I am excited about the future of the combined organizations and we are honored to contribute to the continued growth of ONO in
2. Overview of the Acquisition
The Acquisition is structured as a tender offer and subsequent merger of Deciphera with a wholly-owned subsidiary of ONO. Under the terms of the merger agreement, ONO will acquire all outstanding shares of Deciphera at a price of US
BofA Securities is serving as ONO's financial advisor, Greenberg Traurig is serving as ONO's legal counsel, KPMG FAS Co., Ltd and KPMG Tax Corporation are serving as ONO's accounting and tax advisor and WTW and Mercer Japan Ltd. are serving as ONO's human resource advisor. J.P. Morgan Securities LLC is serving as Deciphera's financial advisor and Goodwin Procter LLP is serving as Deciphera's legal counsel.
3. Overview of Deciphera
(１) | Company | Deciphera Pharmaceuticals, Inc. | |||
(２) | Address | 200 Smith Street | |||
(３) | Representative's | President & CEO, Steven L. Hoerter | |||
(４) | Business Description | R&D and Commercialization of pharmaceuticals | |||
(５) | Stated Capital | US | |||
(６) | Year of Establishment | 2017 (initial company Deciphera Pharmaceuticals, LLC was formed in 2003) | |||
(７) | Major shareholders and (as of March 31, 2024) | Brightstar Associates LLC: Redmile Group, LLC: Blackrock Inc.: Deerfield Mgmt, L.P.: | |||
(８) | Relationship between ONO and Deciphera | Capital Relationship | N.A. | ||
Personal Relationship | N.A. | ||||
Business Relationship | N.A. | ||||
Status of A Related Party | N.A. | ||||
(９) | Deciphera's consolidated operating results and consolidated financial position for the past three | ||||
Accounting Period (Unit: thousands of US $) | Fiscal year ended | Fiscal year ended | Fiscal year ended | ||
Total Equity | 304,720 | 341,691 | 350,916 | ||
Total Assets | 429,484 | 454,039 | 473,566 | ||
Equity per share (US $)(*2) | 5.25 | 4.53 | 4.13 | ||
Revenue | 96,148 | 134,036 | 163,356 | ||
Operating Loss | (300,077) | (182,722) | (210,958) | ||
Net Loss | (299,964) | (178,931) | (194,942) | ||
Net loss per share (US $) | (5.16) | (2.37) | (2.29) | ||
Dividend per share (US $) | - | - | - | ||
(*1) Information from Deciphera's Annual Report on Form 10-K, for the fiscal year ended December | |||||
(*2) Calculated by total equity divided by weighted average common shares outstanding. | |||||
Table.1 Deciphera's Development Pipeline
Products | Mode of Action | Indication | Stage |
QINLOCK | KIT inhibitor | 4L GIST, 2L GIST (KIT Exon 11+17/18) | Approved, P3 |
Vimseltinib | CSF-1R inhibitor | TGCT, cGVHD | Regulatory Submission, |
DCC-3116 | ULK inhibitor | KRAS mutated cancer, GIST | P1b |
DCC-3084 | Pan-RAF inhibitor | Solid Tumors and Hematologic Malignancies | P1 preparation |
DCC-3009 | Pan-KIT inhibitor | GIST | IND-enabling |
4. Number of shares to be acquired, acquisition price, and status of shareholdings before and
after the Acquisition
(１) | Number of shares already acquired | 0 shares (Percentage of voting rights: |
(２) | Number of shares to be acquired(*3) | 94,721,482 shares |
(３)
| Transaction consideration
| US |
(４) | Number of shares held after the | 94,721,482 shares (Percentage of voting rights: |
(*3) Based on fully diluted shares of common stock outstanding as of April 24, 2024. | ||
5. Schedule
(１) | Signing date | April 29, 2024 |
(２) | Estimated Completion of acquisition | Second quarter of ONO's fiscal year 2024 |
6. Financial Impact of the Acquisition
ONO is still reviewing the impact and will promptly announce any events that are to be publicly reported.
7. About QINLOCK®
QINLOCK® is indicated for the treatment of adult patients with advanced gastrointestinal stromal tumor (GIST) who have received prior treatment with 3 or more kinase inhibitors, including imatinib in
8. About Vimseltinib
Tenosynovial giant cell tumor (TGCT) is a locally aggressive tumor that occurs inside or near joints. Surgical excision of the tumor is often used as the first line of therapy., but recurrence is common and systemic treatment options are limited. There is significant unmet medical need for new treatment options with improved efficacy and safety. TGCT is driven by a genetic translocation of the colony-stimulating factor 1 (CSF-1) gene and resultant overexpression of CSF-1. Vimseltinib is a highly potent and selective CSF-1 receptor inhibitor that has received Fast Track designation from the FDA, and demonstrated statistically significant and clinically meaningful efficacy across all primary and secondary endpoints in the Phase III MOTION trial in patients with tenosynovial giant cell tumor (TGCT).
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SOURCE Ono Pharmaceutical co., ltd.
FAQ
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