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Sanofi SA (NASDAQ:SNY) has agreed to acquire assets and liabilities associated with Inhibrx Inc’s (NASDAQ:INBX) INBRX-101, an optimized, recombinant alpha-1 antitrypsin augmentation therapy currently in a registrational trial for alpha-1 antitrypsin deficiency.
Immediately before the closing of the merger, all non-101 assets and liabilities, including INBRX-105, INBRX-106, INBRX-109, Inhibrx’s non-101 discovery pipeline, and its corporate infrastructure, will be spun out from Inhibrx into a new publicly traded company, Inhibrx Biosciences Inc (New Inhibrx).
Under the terms of the agreement, Sanofi will acquire all outstanding shares of Inhibrx through a merger for $30.00 per share in cash, one contingent value right equal to $5 per share, and one share of New Inhibrx per every four shares of Inhibrx common stock held.
Sanofi will assume and retire Inhibrx’s outstanding third-party debt and, cause New Inhibrx to be funded with $200 million in cash and will retain an equity interest in New Inhibrx of 8%.
The upfront cash portion of the consideration, the potential contingent value payment, and the assumption of Inhibrx’s debt imply an aggregate transaction value of approximately $2.2 billion.
Additionally, Inhibrx shareholders will own 92% of New Inhibrx capitalized with $200 million in cash.
Following the closing, New Inhibrx will continue to operate under the “Inhibrx” name and will be led by Mark Lappe as Chairman and CEO, as well as the other members of the current management team of Inhibrx.
Sanofi expects to finance the transaction with available cash resources.
Sanofi and Inhibrx expect the transaction to close in Q2 of 2024.
September, Chiesi Farmaceutici declined to exercise its option for the ex-North American rights to develop and commercialize INBRX-101 for emphysema due to Alpha-1 Antitrypsin Deficiency.
Price Action: INBX shares are up 2.04% at $34.01, and SNY stock is down 0.65% at $50.50 during the premarket session on the last check Tuesday.
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