Seagen Announces Closing of $1.0 Billion Stock Sale to Merck
October 28 2020 - 8:00AM
Business Wire
-Merck’s Equity Stake in Seagen in Connection
with Agreement to Co-Develop and Commercialize Ladiratuzumab
Vedotin-
Seagen Inc. (Nasdaq: SGEN) today announced the closing of a $1.0
billion equity investment by Merck in 5.0 million newly-issued
shares of Seagen common stock at a price of $200 per share. The
closing occurred following expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
The investment was made in connection with a global collaboration
with Merck to co-develop and commercialize ladiratuzumab vedotin,
an investigational antibody-drug conjugate (ADC) targeting LIV-1,
which is currently in clinical trials for breast cancer and other
solid tumors.
“This investment by Merck further strengthens our balance sheet,
and provides us with considerable financial resources to continue
building Seagen as a global, multi-product oncology company,” said
Clay Siegall, Ph.D., President and Chief Executive Officer of
Seagen. “We are investing in broad clinical development of our
approved products, advancing our late-stage programs and conducting
R&D to ensure a robust early-stage pipeline of innovative
therapies for the treatment of cancer.”
The financial impact of the collaboration, including the stock
purchase agreement, will be discussed during Seagen’s third quarter
financial results conference call on October 29, 2020.
Ladiratuzumab Vedotin Collaboration Details
Under the terms of the agreement, Seagen and Merck will
collaborate and equally share costs on the global development of
ladiratuzumab vedotin and other LIV-1-targeting ADCs. The companies
have agreed to jointly develop and share future costs and profits
for ladiratuzumab vedotin on a 50:50 basis worldwide. Merck paid
Seagen $600 million upfront and made a $1.0 billion equity
investment in 5.0 million shares of Seagen common stock at a price
of $200 per share in connection with entry into the agreement. In
addition, Seagen will be eligible to receive up to $2.6 billion in
milestone payments, including $850 million in development
milestones and $1.75 billion in sales milestones.
The companies will jointly develop and commercialize
ladiratuzumab vedotin and equally share profits worldwide. The
companies will co-commercialize in the U.S. and Europe. Seagen will
be responsible for marketing applications for approval in the U.S.
and Canada, and will record sales in the U.S., Canada and Europe.
Merck will be responsible for marketing applications for approval
in countries outside the U.S. and Canada, and for sales efforts in
countries outside the U.S., Europe and Canada. Including the
upfront payment, equity investment proceeds and potential milestone
payments, Seagen is eligible to receive up to $4.2 billion.
About Ladiratuzumab Vedotin
Ladiratuzumab vedotin is a novel investigational ADC targeted to
LIV-1. Most metastatic breast cancers express LIV-1, which also has
been detected in several other cancers, including lung, head and
neck, esophageal and gastric. Ladiratuzumab vedotin utilizes
Seagen’s proprietary ADC technology and consists of a
LIV-1-targeted monoclonal antibody linked to a potent
microtubule-disrupting agent, monomethyl auristatin E (MMAE) by a
protease-cleavable linker. This novel ADC is designed to bind to
LIV-1 on cancer cells and release the cell-killing agent into
target cells upon internalization. Ladiratuzumab vedotin may also
cause antitumor activity through other mechanisms, including
activation of an immune response by induction of immunogenic cell
death.
About Seagen
Seagen Inc. is a global biotechnology company that discovers,
develops and commercializes transformative cancer medicines to make
a meaningful difference in people’s lives. Our U.S. headquarters
are in the Seattle, Washington area, with locations in California,
Canada, Switzerland and the European Union. For more information on
our marketed products and robust pipeline, visit www.seagen.com and
follow @Seagen on Twitter.
Forward Looking Statements
Certain of the statements made in this press release are forward
looking, such as those, among others, relating to Seagen’s
potential receipt of milestone payments, including development- and
sales-based milestone payments, under the ladiratuzumab vedotin
collaboration with Merck (the Collaboration Agreement); anticipated
activities of the parties under the Collaboration Agreement;
Seagen’s expectation of investing in clinical trials aimed at
maximizing the potential of its commercial products, expanding
globally and advancing its deep pipeline of innovative therapies
for the treatment of cancer; and any other statements that are not
historical fact. Actual results or developments may differ
materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include,
without limitation, risks and uncertainties related to: Seagen’s
ability to maintain the Collaboration Agreement, including the risk
that if Merck were to breach or terminate the Collaboration
Agreement, Seagen would not obtain all of the anticipated financial
and other benefits of the Collaboration Agreement, and the
development and/or commercialization of ladiratuzumab vedotin could
be delayed, perhaps substantially; delays, setbacks or failures in
clinical development activities for a variety of reasons, including
the difficulty and uncertainty of pharmaceutical product
development, the risk of adverse events or safety signals, the
inability to show sufficient activity in current and future
clinical trials and the possibility of adverse regulatory actions;
the risk that the parties may not be successful in their joint
development efforts under the Collaboration Agreement and that,
even if successful, the parties may be unable to successfully
launch and commercialize ladiratuzumab vedotin; and the duration
and severity of the COVID-19 pandemic and resulting global
economic, financial, and healthcare system disruptions. More
information about the risks and uncertainties faced by Seagen is
contained under the caption “Risk Factors” included in Seagen’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
filed with the Securities and Exchange Commission. Seagen disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20201028005368/en/
Investors: Peggy Pinkston, 425-527-4160 ppinkston@seagen.com
Media: Monique Greer, 425-527-4641 mgreer@seagen.com
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