Merck, known as MSD outside the US and Canada, and OncoImmune announced that the companies have entered into a definitive agreement pursuant to which Merck, through a subsidiary, will acquire all outstanding shares of OncoImmune for an upfront payment of $425 million in cash.
In addition, OncoImmune shareholders will be eligible to receive sales-based payments and payments contingent on the successful achievement of certain regulatory milestones. OncoImmune recently announced positive top-line findings from an interim efficacy analysis of a Phase 3 study evaluating its lead therapeutic candidate CD24Fc for the treatment of patients with severe and critical C-19.
Interim analysis of data from 203 participants (75 per cent of the planned enrollment) reported by OncoImmune indicated that patients with severe or critical C-19 treated with a single dose of CD24Fc showed a 60 per cent higher probability of improvement in clinical status, as defined by the protocol, compared to placebo.
The risk of death or respiratory failure was reduced by more than 50 per cent. Detailed results will be submitted for publication in a peer-reviewed medical journal.
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Under the agreement, prior to the completion of the acquisition, OncoImmune will spin-out certain rights and assets unrelated to the CD24Fc program to a new entity to be owned by the existing shareholders of OncoImmune. In connection with the closing of the acquisition, Merck will invest $50 million and become a minority shareholder, in the new entity.
The closing of the acquisition, which is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions, is expected before the end of 2020.
OncoImmune was represented by Goodwin Procter LLP as legal advisor and Guggenheim Securities as financial advisor.