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Mirati (MRTX) Gets Buyout Offer From Bristol Myers for $4.8B

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Mirati Therapeutics signed a definitive merger agreement with Bristol Myers Squibb (BMY - Free Report) . Per the agreement terms, Bristol Myers will acquire all the outstanding shares of Mirati for $58 per share in cash, aggregating to $4.8 billion.

Existing Mirati shareholders will also receive one non-tradeable contingent value right (“CVR”) per share, entitling the holder to receive an additional $12 per share.

The CVR holders will be entitled to the payment if the FDA grants regulatory approval to Mirati’s PRMT5 inhibitor, MRTX1719, in patients with either locally advanced or metastatic non-small cell lung cancer (“NSCLC”) who have received no more than two prior lines of systemic therapy. For the CVR holders to be eligible for this payment, the approval must be received within seven years after the merger's closing.

The CVR adds another $1 billion to the transaction, bringing the deal's total value up to $5.8 billion.

The buyout offer comes a couple of months after Mirati reported encouraging data from clinical studies, which showed that treatment with the Krazati-Keytruda combination achieved an ORR of 63% in patients with KRAS G12C-mutated first-line NSCLC. This ORR was superior and favorable compared with the 39-45% ORR achieved by the current standard of care, i.e., Keytruda plus chemotherapy. Based on the above data, management intends to start a pivotal late-stage study on the Krazati-Keytruda combination in first-line NSCLC before 2023-end.

The transaction, expected to be completed by first-half 2024, is subject to customary closing conditions and clearance from the regulatory authorities. Mirati’s and Bristol Myers’ board of directors have already approved this transaction.

The above transaction will be funded by Bristol Myers using a combination of cash and debt.

Year to date, shares of Mirati have rallied 32.9% against the industry’s 16.5% fall.

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Last Thursday, the share price of Mirati surged 45% after a Bloomberg article suggested that pharma giant Sanofi (SNY - Free Report) was interested in acquiring Mirati. Though neither Mirati nor Sanofi commented on the rumor, the report suggested that several other suitors besides Sanofi were also interested in acquiring Mirati.

Mirati Therapeutics has been a likely acquisition target since the FDA granted accelerated approval to its sole-marketed drug, Krazati (adagrasib), last December. Krazati is approved to treat KRASG12C-mutated locally advanced or metastatic NSCLC in adult patients who received at least one prior treatment. Mirati is also evaluating Krazati in multiple-label expansion studies, both as monotherapy and in combination with other drugs, across multiple cancer indications.

Apart from Krazati, Mirati is also evaluating multiple other pipeline candidates. These include MRTX1719, SOS1 inhibitor MRTX0902 and KRASG12D inhibitor MRTX1133 candidates in separate early-stage clinical studies.

The timing of the acquisition offer also benefits Mirati as it came a few days after an FDA advisory committee was supposed to issue its recommendation on Lumakras, another KRASG12C inhibitor marketed by Amgen (AMGN - Free Report) , also approved for an indication similar to Krazati. The committee members questioned the late-stage confirmatory study supporting Amgen’s regulatory filing on Lumakras and voted 10-2, stating that they cannot correctly interpret the study’s primary endpoint.

Like Krazati, Amgen’s Lumakras was also granted accelerated approval in 2021 as the first FDA-approved therapy to target a KRASG12C-mutated cancer indication. An FDA filing is currently under review to convert this accelerated approval to a full one.

Despite a negative recommendation, the FDA did not suggest withdrawing the drug from the market. A final decision on Amgen’s Lumakras is still expected before this year’s end.

 

Zacks Rank

Mirati currently carries a Zacks Rank #3 (Hold). You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.


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