- Proposed acquisition will accelerate AbbVie's entry into the
commercial market for ovarian cancer
- ELAHERE® is a first-in-class antibody-drug conjugate
(ADC) approved for platinum-resistant ovarian cancer
- ImmunoGen's late-stage development programs for ELAHERE provide
opportunity to expand into earlier lines of therapy and additional
patient populations
- ImmunoGen's follow-on pipeline complements AbbVie's oncology
portfolio, which has the potential to be transformative across
multiple solid tumors and hematologic malignancies
- Transaction valued at $31.26 per
share in cash, for a total equity value of approximately
$10.1 billion
- AbbVie to hold an investor conference call at 8:00 a.m. CT
NORTH
CHICAGO, Ill., and WALTHAM,
Mass., Nov. 30, 2023 /PRNewswire/ -- AbbVie
Inc. (NYSE: ABBV) and ImmunoGen, Inc. (NASDAQ: IMGN) today
announced a definitive agreement under which AbbVie will acquire
ImmunoGen, and its flagship cancer therapy ELAHERE®
(mirvetuximab soravtansine-gynx), a first-in-class antibody-drug
conjugate (ADC) approved for platinum-resistant ovarian cancer
(PROC). The acquisition accelerates AbbVie's commercial and
clinical presence in the solid tumor space. Additionally,
ImmunoGen's follow-on pipeline of promising next-generation ADCs
further complements AbbVie's ADC platform and existing
programs.
Under the terms of the transaction, AbbVie will acquire all
outstanding shares of ImmunoGen for $31.26 per share in cash. The transaction values
ImmunoGen at a total equity value of approximately $10.1 billion. The boards of directors of both
companies have approved the transaction. This transaction is
expected to close in the middle of 2024, subject to ImmunoGen
shareholder approval, regulatory approvals, and other customary
closing conditions.
"The acquisition of ImmunoGen demonstrates our commitment to
deliver on our long-term growth strategy and enables AbbVie to
further diversify our oncology pipeline across solid tumors and
hematologic malignancies," said Richard A.
Gonzalez, chairman and chief executive officer, AbbVie.
"Together, AbbVie and ImmunoGen have the potential to transform the
standard of care for people living with cancer."
ImmunoGen's oncology portfolio has the potential to help drive
long-term revenue growth for AbbVie's oncology franchise. Ovarian
cancer is the leading cause of death from gynecological cancers in
the U.S. ELAHERE is the first targeted medicine to show meaningful
survival benefit in PROC. As a fast-growing solid tumor therapy,
ELAHERE provides AbbVie with a potential multi-billion-dollar
on-market medicine with expansion opportunities in earlier lines of
therapy and larger segments of the ovarian cancer market.
"With global commercial infrastructure and deep clinical and
regulatory expertise, AbbVie is the right company to accelerate
geographic and label expansion, and realize the full potential of
ELAHERE as the first and only ADC approved in ovarian cancer," said
Mark Enyedy, president and chief
executive officer, ImmunoGen. "The addition of ImmunoGen's
pipeline, platform, and expertise to AbbVie's oncology portfolio is
an exciting opportunity for the combined companies to advance
innovation in ADCs. This transaction is the culmination of our
40-year commitment to develop and deliver the next-generation of
ADCs and more good days for people living with cancer."
ELAHERE is a first-in-class ADC targeting folate receptor
alpha (FRα) with a maytansinoid payload DM4, a potent tubulin
inhibitor designed to kill the targeted cancer cells. ELAHERE
received U.S. Food and Drug Administration (FDA) accelerated
approval in 2022 for the treatment of adult patients with FRα
positive, platinum-resistant epithelial ovarian, fallopian tube, or
primary peritoneal cancer, who have received one to three prior
systemic treatment regimens. The positive Phase 3 results from the
MIRASOL confirmatory trial will support a Marketing Authorization
Application (MAA) to the European Union and a supplemental Biologic
License Application (sBLA) submission to the U.S. FDA in order to
gain full approval. Ongoing clinical development programs are
underway to expand into earlier lines of therapy and enter other
large patient segments of the ovarian market over the next 5-10
years.
ImmunoGen's follow-on pipeline of promising next-generation ADCs
expands AbbVie's growing oncology pipeline of potentially
transformative programs across multiple different solid tumors and
hematologic malignancies. ImmunoGen's Phase 1 asset, IMGN-151, is a
next-generation anti-FRα ADC for ovarian cancer with the potential
for expansion into other solid tumor indications. Pivekimab
sunirine, currently in Phase 2, is an anti-CD123 ADC targeting
blastic plasmacytoid dendritic cell neoplasm (BPDCN), a rare blood
cancer, which was granted FDA breakthrough therapy designation for
the treatment of relapsed/refractory BPDCN.
Transaction Terms
AbbVie will acquire all outstanding ImmunoGen common stock for
$31.26 per share in cash. The
proposed transaction is subject to customary closing conditions,
including receipt of regulatory approvals and approval by ImmunoGen
stockholders. The proposed transaction is expected to be accretive
to diluted earnings per share (EPS) beginning in 2027.
Conference Call Details
AbbVie will host an investor conference call today at
8:00 a.m. CT to discuss this
transaction. The call will be webcast through AbbVie's Investor
Relations website at investors.abbvie.com. An archived edition of
the call will be available after 9:00 a.m.
CT. Presentation materials for the investor conference call
are available here.
Advisors
AbbVie's lead financial advisor is J.P. Morgan Securities LLC,
which has delivered a fairness opinion for the transaction and
Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
Morgan Stanley & Co. LLC is also serving as a financial advisor
to AbbVie.
ImmunoGen's financial advisors are Goldman Sachs & Co. LLC
and Lazard, and Ropes & Gray LLP is serving as legal
advisor.
About AbbVie in Oncology
At AbbVie, we are committed to transforming standards of care
for multiple blood cancers while advancing a dynamic pipeline of
investigational therapies across a range of tumor types. Our
dedicated and experienced team joins forces with innovative
partners to accelerate the delivery of potentially breakthrough
medicines. We are evaluating more than 20 investigational medicines
in over 300 clinical trials across some of the world's most
widespread and debilitating cancers. As we work to have a
remarkable impact on people's lives, we are committed to exploring
solutions to help patients obtain access to our cancer medicines.
For more information, please visit www.abbvie.com/oncology.
About AbbVie
AbbVie's mission is to discover and deliver innovative medicines
and solutions that solve serious health issues today and address
the medical challenges of tomorrow. We strive to have a remarkable
impact on people's lives across several key therapeutic areas –
immunology, oncology, neuroscience, and eye care – and products and
services in our Allergan Aesthetics portfolio. For more information
about AbbVie, please visit us at www.abbvie.com. Follow @abbvie on
LinkedIn, Facebook, Instagram, X (formerly Twitter), and
YouTube.
About ImmunoGen
ImmunoGen is developing the next generation of antibody-drug
conjugates (ADCs) to improve outcomes for cancer patients. By
generating targeted therapies with enhanced anti-tumor activity and
favorable tolerability profiles, we aim to disrupt the progression
of cancer and offer our patients more good days. We call this our
commitment to TARGET A BETTER NOW™.
Learn more about who we are, what we do, and how we do it
at www.immunogen.com.
Forward-Looking Statements
Some statements in this news release, including those
relating to the proposed acquisition of ImmunoGen by AbbVie, are,
or may be considered, forward-looking statements. The words
"believe," "expect," "anticipate," "project" and similar
expressions and uses of future or conditional verbs, generally
identify forward-looking statements. AbbVie and ImmunoGen caution
that these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, risks
related to the satisfaction or waiver of the conditions to closing
the proposed acquisition (including the failure to obtain necessary
regulatory approvals and failure to obtain the requisite vote by
ImmunoGen stockholders) in the anticipated timeframe or at all,
including the possibility that the proposed acquisition does not
close, the possibility that competing offers may be made, risks
related to the ability to realize the anticipated benefits of the
proposed acquisition, including the possibility that the expected
benefits from the acquisition will not be realized or will not be
realized within the expected time period, the risk that the
businesses will not be integrated successfully, disruption from the
transaction making it more difficult to maintain business and
operational relationships, negative effects of this announcement or
the consummation of the proposed acquisition on the market price of
AbbVie's common stock and/or operating results, significant
transaction costs, unknown liabilities, the risk of litigation
and/or regulatory actions related to the proposed acquisition or
ImmunoGen's business, challenges to intellectual property,
competition from other products, difficulties inherent in the
research and development process, adverse litigation or government
action, and changes to laws and regulations applicable to our
industry. Additional information about the economic, competitive,
governmental, technological and other factors that may affect
AbbVie's and ImmunoGen's operations is set forth in Item 1A, "Risk
Factors," of AbbVie's 2022 Annual Report on Form 10-K, which has
been filed with the Securities and Exchange Commission (the "SEC"),
as updated by its subsequent Quarterly Reports on Form 10-Q and in
Item 1A, "Risk Factors," of ImmunoGen's 2022 Annual Report on Form
10-K, which has been filed with the SEC, as updated by its
subsequent Quarterly Reports on Form 10-Q, respectively. Neither
AbbVie nor ImmunoGen undertakes any obligation, and each
specifically declines, to release publicly any revisions to
forward-looking statements as a result of subsequent events or
developments, except as required by law.
About ELAHERE (mirvetuximab soravtansine-gynx)
ELAHERE (mirvetuximab soravtansine-gynx) is a first-in-class ADC
comprising a folate receptor alpha-binding antibody, cleavable
linker, and the maytansinoid payload DM4, a potent tubulin
inhibitor designed to kill the targeted cancer cells.
ELAHERE is indicated for the treatment of adult patients with
folate receptor-alpha (FRα) positive, platinum-resistant epithelial
ovarian, fallopian tube, or primary peritoneal cancer, who have
received one to three prior systemic treatment regimens. Select
patients for therapy based on an FDA-approved test. This indication
is approved under accelerated approval based on tumor response rate
and durability of response. Continued approval for this indication
may be contingent upon verification and description of clinical
benefit in a confirmatory trial.
The prescribing information includes a boxed warning. ELAHERE
can cause severe ocular toxicities, including visual impairment,
keratopathy, dry eye, photophobia, eye pain, and uveitis. Conduct
an ophthalmic exam including visual acuity and slit lamp exam prior
to initiation of ELAHERE, every other cycle for the first 8 cycles,
and as clinically indicated. Administer prophylactic artificial
tears and ophthalmic topical steroids. Withhold ELAHERE for ocular
toxicities until improvement and resume at the same or reduced
dose. Discontinue ELAHERE for Grade 4 ocular toxicities.
Serious adverse reactions occurred in 31% of patients. The most
common (≥2%) serious adverse reactions were intestinal obstruction
(8%), ascites (4%), infection (3%), and pleural effusion (3%).
Fatal adverse reactions occurred in 2% of patients, including small
intestinal obstruction (1%) and pneumonitis (1%).The most common
(≥20%) adverse reactions, including laboratory abnormalities, were
vision impairment, fatigue, increased aspartate aminotransferase,
nausea, increased alanine aminotransferase, keratopathy, abdominal
pain, decreased lymphocytes, peripheral neuropathy, diarrhea,
decreased albumin, constipation, increased alkaline phosphatase,
dry eye, decreased magnesium, decreased leukocytes, decreased
neutrophils, and decreased hemoglobin.
Please see full Prescribing Information, including Boxed Warning
for ELAHERE.
Additional Information and Where to Find It
In connection with the proposed transaction, ImmunoGen plans to
file with the SEC and mail or otherwise provide to its shareholders
a proxy statement regarding the proposed transaction. The Company
may also file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the proxy
statement or any other document that may be filed by ImmunoGen with
the SEC. BEFORE MAKING ANY VOTING DECISION, IMMUNOGEN'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY
IMMUNOGEN WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Any vote in respect of resolutions to be proposed at
ImmunoGen's stockholder meeting to approve the proposed transaction
or related matters, or other responses in relation to the proposed
transaction should be made only on the basis of the information
contained in ImmunoGen's proxy statement. Shareholders may obtain a
free copy of the proxy statement and other documents the Company
files with the SEC (when they are available) through the website
maintained by the SEC at www.sec.gov. The Company makes available
free of charge on its investor relations website at
investor.immunogen.com copies of materials it files with, or
furnishes to, the SEC.
The proposed transaction will be implemented solely pursuant to
the merger agreement, which contains the full terms and conditions
of the proposed transaction.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in the Solicitation
ImmunoGen and its directors, executive officers and certain
employees and other persons may be deemed to be "participants" in
the solicitation of proxies from shareholders of ImmunoGen in favor
of the proposed transaction. Information about ImmunoGen's
directors and executive officers is set forth in ImmunoGen's proxy
statement on Schedule 14A for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on April 26, 2023 and in ImmunoGen's Current Report
on Form 8-K filed with the SEC on September
18, 2023. Additional information concerning the interests of
ImmunoGen's participants in the solicitation, which may, in some
cases, be different than those of ImmunoGen's stockholders
generally, will be set forth in ImmunoGen's proxy statement
relating to the proposed transaction when it becomes available.
These documents are available free of charge at the SEC's website
at www.sec.gov and at investor.immunogen.com.
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SOURCE AbbVie