Menarini Group to Acquire Stemline Therapeutics in Deal Valued at Up to $677 Million

Rare Daily Staff

Menarini Group said it will acquire Stemline Therapeutics, a commercial-stage biopharmaceutical company focused on the development and commercialization of novel oncology therapeutics in a deal valued at $677 million.

Under the terms of the agreement, a wholly owned subsidiary of the Menarini Group will commence a tender offer for all outstanding shares of Stemline, whereby Stemline shareholders will be offered a total potential consideration of $12.50 per share, consisting of an upfront payment of $11.50 in cash and one non-tradeable contingent value right (CVR) that will entitle each holder to an additional $1.00 in cash per share upon completion of the first sale of Elzonris in either the United Kingdom, France, Spain, Germany, or Italy after European Commission approval.

Menarini will acquire any shares of Stemline not tendered into the tender offer through a second-step merger for the same per share consideration as will be payable in the tender offer. The transaction has been unanimously approved by the boards of both companies. The transaction is expected to close in the second quarter of 2020, subject to customary closing conditions.

Stemline markets Elzonris in the United States for the treatment of blastic NK-cell lymphoma (BPDCN), a rare and aggressive hematologic malignancy. BPDCN typically presents in the bone marrow and/or skin and may also involve lymph nodes and viscera. Elzonris is a novel targeted therapy directed to the interleukin-3 (IL-3) receptor-α (CD123).

Stemline said with Menarini’s support, it will continue its efforts to develop additional applications of Elzonris to serve the unmet needs of patients suffering from difficult to treat diseases and cancers.

For Stemline, the deal will give it Menarini’s experience in bringing products to markets in Europe and emerging markets as it prepares for the international launch Elzonris. For Menarini, the acquisition allows Menarini to expand its presence in the United States with an established biopharmaceutical company focused on developing oncology therapeutics.

“Joining Menarini represents a unique opportunity for Stemline to advance the commercialization of Elzonris across the globe and to accelerate the development of our pipeline of oncology assets,” said Ivan Bergstein, chairman, CEO, and founder of Stemline. “We have transitioned Stemline over the last several years into an established commercial-stage operation with a novel treatment, a growing pipeline, and a strong foundation.”