RARE Daily

Sanofi to acquire Inhibrx, Adding Potential Best-in-Class Rare Disease Asset for AATD to Pipeline

January 23, 2024

Rare Daily Staff

Sanofi will acquire Inhibrx for up to $2 billion to gain INBRX-101, a potential best-in-class treatment for the rare disease of alpha-1 antitrypsin deficiency, following the spinoff of assets except for INBRX-101 into New Inhibrx.

Under the terms of their agreement, Sanofi will acquire all outstanding shares of Inhibrx for $30.0 per share in cash, representing an equity value of approximately $1.7 billion. Inhibrx’s shareholders will also receive one non-transferable CVR per Inhibrx share, which will entitle its holder to receive a deferred cash payment of $5.0, conditioned upon the achievement of a regulatory milestone. Assuming the conditions of the CVR are met, this would represent additional cash consideration of approximately $296 million for Inhibrx’s shareholders.

Sanofi will also pay off Inhibrx’s outstanding debt balance and capitalize New Inhibrx with $200 million in cash and Inhibrx’s shareholders will receive 0.25 shares of New Inhibrx per Inhibrx share. Sanofi will retain an 8 percent equity stake in New Inhibrx.

New Inhibrx will retain non-INBRX-101 assets, including its immuno-oncology pipeline. Mark Lappe, founder and CEO of Inhibrx, will serve as chairman and CEO of New Inhibrx, and will continue to operate under the Inhibrx name.

Alpha-1 antitrypsin deficiency (AATD) is an inherited rare disease of the lungs and liver (~15 percent of cases) characterized by low levels of AAT protein, a neutrophil elastase inhibitor, causing progressive deterioration of the tissue. INBRX-101 is a human recombinant protein that holds the promise of allowing AATD patients to achieve normalization of serum AAT levels with less frequent (monthly vs. weekly) dosing.

“The addition of INBRX-101 as a high potential asset to our rare disease portfolio reinforces our strategy to commit to differentiated and potential best-in-class products,” said Houman Asrafian, head of R&D at Sanofi. “With our expertise in rare diseases and growing presence in immune-mediated respiratory conditions, INBRX-101 will complement our approach to deploy R&D efforts in key areas of focus and address the needs of the underserved AATD patients and communities.”

INBRX-101 has successfully completed a phase 1 trial, demonstrating positive results in terms of safety and pharmacokinetics and is currently enrolling a phase 2 clinical trial to further evaluate the potential of INBRX-101 as a treatment for AATD. If successful, INBRX-101 could offer a significant improvement in the treatment options and quality of life for AATD patients.

The boards of both companies have approved the acquisition, which is subject to the completion of the New Inhibrx spin-off transaction and other customary closing conditions, including receipt of regulatory approvals and approval by Inhibrx’s shareholders. The companies expect the transaction to close in the second quarter of 2024.

Photo: Houman Asrafian, head of R&D at Sanofi

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