RARE Daily

ONO to Acquire Deciphera for $2.4 Billion

April 29, 2024

Rare Daily Staff

Japan-based ONO Pharmaceutical agreed to acquire Deciphera Pharmaceuticals, a company with a portfolio of therapeutics for rare cancers, for $2.4 billion.

Deciphera brings specialized research and development capabilities in kinase drug discovery, well-established commercial and sales platforms in the United States and Europe, and global clinical development capabilities. In addition to Qinlock, Deciphera’s switch-control inhibitor for the treatment of fourth-line gastrointestinal stromal tumor (GIST), which is approved in the United States and over 40 other countries.

Deciphera also brings a mature, diverse pipeline of medicines, including vimseltinib, DCC-3116 (an ULK inhibitor) and multiple additional oncology candidates. Vimseltinib is a highly selective switch-control kinase inhibitor with successful pivotal clinical data for the potential to be a best-in-class and first-in-class agent for the treatment of tenosynovial giant cell tumor (TGCT), and potentially other indications.

The acquisition is expected to enable ONO to build a robust presence in oncology, one of its key priority areas, and also support ONO’s efforts to become a global specialty pharma company.

“Together, we expect to advance and accelerate each organization’s important work through combined research and development capabilities and a global commercial footprint,” said Steven Hoerter, president and CEO of Deciphera.

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 definitive merger agreement, ONO will acquire all outstanding shares of Deciphera for $25.60 per share in cash for a total equity value of approximately $2.4 billion. The purchase price represents a premium of 74.7 percent to Deciphera’s closing share price of $14.65 on April 26, 2024, and a premium of 68.8 percent to Deciphera’s 30-trading-day volume weighted average price as of April 26, 2024.

Upon the successful completion of the tender offer, ONO’s wholly-owned subsidiary will merge with and into Deciphera, with Deciphera continuing as the surviving corporation and a wholly-owned subsidiary of ONO. The acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of Deciphera’s outstanding shares of common stock.

“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, said Gyo Sagara, representative director, chairman of the board, and CEO of ONO.

Photo: Steven Hoerter, president and CEO of Deciphera

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