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Novartis AG, a global healthcare company, has announced its intention to acquire Chinook Therapeutics Inc., a clinical-stage biopharmaceutical company. The proposed transaction, which is expected to significantly augment Novartis's renal portfolio, has an approximate equity value of $3.5 billion. This article provides a detailed exploration of this significant merger in the pharmaceutical industry.
The Transaction
Novartis intends to acquire all outstanding shares of Chinook Therapeutics at the rate of $40 per share in cash, translating to a total of $3.2 billion. This offer signifies an 83% premium over Chinook’s 60-day volume-weighted average stock price and a 67% premium over Chinook’s closing price as of June 9, 2023.
Additional Considerations
In addition to the initial payment, Chinook shareholders could potentially receive up to $4 per share in cash through Contingent Value Rights (CVRs) upon reaching certain future regulatory milestones with Chinook’s lead product candidate, atrasentan. The total value, contingent on achieving these milestones, could reach approximately $3.5 billion.
The Implication for Novartis
This acquisition will significantly expand Novartis's renal portfolio, complementing its current pipeline. Novartis's larger resources will allow the company to pursue broader development efforts and commercialization of Chinook's product candidates, including atrasentan, zigakibart (BION-1301), and other programs.
Chinook Therapeutics: Who Are They?
Chinook Therapeutics is a clinical-stage biopharmaceutical company that focuses on the discovery, development, and commercialization of precision medicines for kidney diseases. Their lead program, atrasentan, is a phase 3 endothelin receptor antagonist for the treatment of IgA nephropathy and proteinuric glomerular diseases.
Other Programs
Zigakibart (BION-1301), an anti-APRIL monoclonal antibody, is currently being evaluated in a phase 1/2 trial for IgA nephropathy. CHK-336, an oral small molecule LDHA inhibitor for the treatment of hyperoxalurias, is in phase 1 development.
The Merger Agreement
Novartis will acquire all of Chinook’s outstanding shares via a subsidiary for a cash price of $40 per share at closing. The CVRs to be issued to Chinook shareholders will allow for additional payments of up to $4 per share, contingent on specific regulatory approvals for atrasentan.
Conditions for Closing
The proposed transaction is dependent on certain conditions, including the approval of Chinook’s stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions.
Expected Completion
The completion of the transaction is projected for the second half of 2023, dependent on approval by Chinook’s stockholders and satisfaction of other customary closing conditions.
Interim Operations
In the interim, Chinook will continue to operate as a distinct and independent company. Centerview Partners LLC and MTS Health Partners, L.P. will serve as financial advisors, while Fenwick & West LLP will serve as legal counsel to Chinook.
The Future for Chinook
The merger with Novartis will enable Chinook to leverage Novartis's substantial resources to pursue broader development efforts and commercialization of their programs. This will likely enhance its global renal therapeutic area.
The Verdict from the Top
Both the Boards of Directors of Chinook and Novartis have unanimously approved the transaction. Eric Dobmeier, president and chief executive officer of Chinook Therapeutics, expressed his pleasure that Novartis recognizes the value in Chinook's pipeline of clinical and preclinical programs for patients with rare, severe chronic kidney diseases.
Concluding Remarks
This merger represents a significant milestone for both Novartis and Chinook. For Novartis, it presents an opportunity to augment its renal portfolio and leverage the innovative products being developed by Chinook. For Chinook, it offers access to greater resources for the development and commercialization of its programs. The successful completion of this merger will likely entail substantial benefits for both parties and could potentially shape the future of kidney disease treatment.