Merck through a subsidiary will acquire Acceleron Pharma for $180 per share in cash for an approximate total equity value of $11.5 billion.
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Acceleron is focused on harnessing the power of the transforming growth factor (TGF) beta superfamily of proteins that is known to play a central role in the regulation of cell growth, differentiation and repair.
Acceleron’s lead therapeutic candidate, sotatercept, has a novel mechanism of action with the potential to improve short term and or long term clinical outcomes in patients with pulmonary arterial hypertension (PAH), a progressive and life threatening blood vessel disorder.
Sotatercept is in Phase 3 trials as add on to current standard of care for the treatment of PAH.
In addition to sotatercept, Acceleron’s portfolio includes REBLOZYL (luspatercept aamt), a first in class erythroid maturation recombinant fusion protein approved in the United States, Europe, Canada and Australia for the treatment of anemia in certain rare blood disorders. REBLOZYL is being developed and commercialized through a global collaboration with Bristol Myers Squibb.
Under the terms of the acquisition agreement, Merck, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Acceleron.
The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Acceleron’s outstanding shares, receipt of applicable regulatory approvals, and other customary conditions.
Upon the successful completion of the tender offer, Merck’s acquisition subsidiary will be merged into Acceleron, and any remaining shares of common stock of Acceleron will be canceled and converted into the right to receive the same $180 per share price payable in the tender offer. The transaction is expected to close in the fourth quarter of 2021. ■
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