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July 14, 2015

Celgene to Acquire Receptos for $7.2B

  • Celgene has agreed to acquire Receptos for about $7.2 billion, in a deal intended to enhance the buyer’s inflammation and immunology (I&I) portfolio, the companies said today.

    The deal will add to Celgene’s pipeline the Phase III compound Ozanimod, an oral, once-daily, selective sphingosine 1-phosphate 1 and 5 receptor modulator (S1P).

    Ozanimod is expected to generate annual sales ranging from $4 billion to $6 billion—and expand an I&I franchise whose projected 2020 net product sales Celgene said are expected now to exceed $4 billion, up from the previous target of $3 billion. Celgene raised its overall net product sales from greater than $20 billion to more than $21 million.

    Ozanimod is the subject of Phase III trials that include TRUE NORTH in ulcerative colitis (UC), which has begun patient enrollment and is expected to generate data in 2018; and two trials in relapsing multiple sclerosis (RMS), RADIANCE and SUNBEAM. RADIANCE and SUNBEAM are randomized, controlled, double-blind studies designed to compare 0.5 mg and 1.0 mg of Ozanimod against interferon beta-1a (Avonex®) in patients with RMS.

    The RMS trials are ongoing, with data from them expected in the first half of 2017, with the goal of supporting a RMS approval in 2018.

    Earlier this year at the Annual Meeting of the American Academy of Neurology (AAN) in Washington, D.C., Receptos presented positive results of an Ozanimod Phase II study in RMS. The data showed that Ozanimod achieved the study’s primary endpoint of reduced MRI brain lesion activity, and secondary endpoints measuring effects on other MRI parameters. Ozanimod’s overall safety profile was consistent with results from earlier trials and continued to show differentiation against other oral treatments for RMS.

    In May at the Gastroenterology Conference Digestive Disease Week (DDW), Receptos presented data from the Phase II TOUCHSTONE study evaluating Ozanimod in UC. The data showed Ozanimod meeting key clinical and endoscopic endpoints for both induction and maintenance with statistical significance in patients on the 1.0 mg dose of Ozanimod in the 8-week induction and 32-week maintenance periods. The overall safety and tolerability profile of Ozanimod was consistent with that of the Phase II RMS trial.

    Receptos has also sought to develop Ozanimod into the first S1P receptor modulator to be approved for inflammatory bowel disease.

    "The Receptos acquisition provides a transformational opportunity for Celgene to impact multiple therapeutic areas,” Bob Hugin, Celgene’s chairman and CEO, said in a statement.

    Added Faheem Hasnain, Receptos’ president and CEO: “In Celgene, we have found the ideal partner to maximize the potential of Ozanimod and our promising pipeline in order to improve the lives of patients worldwide.”

    Ozanimod would expand a Celgene I&I presence anchored by the recently launched Otezla® (apremilast) in psoriasis and psoriatic arthritis. Otezla, along with Ozanimod and GED-0301, are in Phase III for indications that include Behçet’s disease and Crohn’s disease, as well as UC and RMS. The pipeline also includes seven Phase II compounds.

    Celgene will acquire all outstanding shares of common stock of Receptos through a tender offer, followed by a second-step merger. In the tender offer, a Celgene subsidiary will offer to buy all of the outstanding shares of common stock of Receptos for $232.00 per share.

    Celgene plans to acquire all remaining shares of Receptos common stock not tendered in the tender offer through a second-step merger to be completed soon after.

    Celgene said it expects to fund the transaction through a combination of existing cash and new debt.

    The deal is expected to close later this year, subject to customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.The transaction has been approved by the boards of both companies and is subject to tender of at least a majority of outstanding shares of Receptos common stock.

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