Ligand Pharmaceuticals announced that it has entered into a definitive agreement to buy APEIRON Biologics AG, which holds royalty rights to QARZIBA (dinutuximab beta) for the treatment of high-risk neuroblastoma, for $100 million in cash. And Ligand will pay APEIRON shareholders additional consideration based on future commercial and regulatory events, including up to $28 million if QARZIBA royalties exceed certain predetermined thresholds by either 2030 or 2034, respectively.
APEIRON is a private biopharmaceutical company based in Vienna, Austria and the company co-developed QARZIBA for the treatment of high-risk neuroblastoma in patients aged one year and above. And QARZIBA was approved by the European Medicines Agency in 2017 and it is commercially available now in more than 35 countries.
APEIRON receives an undisclosed royalty on net sales of QARZIBA outside of mainland China from Recordati S.p.A, a leading global pharmaceutical company with a presence in 150+ countries and sales of over $2.2 billion and on net sales of QARZIBA within mainland China from BeiGene, Ltd.
Under the terms of the agreement, which has been unanimously approved by both the Board of Directors at Ligand and APEIRON’s Supervisory Board, Ligand will acquire all the outstanding shares of APEIRON for $100 million in cash at closing. And Ligand will also pay APEIRON shareholders additional consideration based on future commercial and regulatory events, including up to $28 million if QARZIBA royalties exceed certain predetermined thresholds by either 2030 or 2034, respectively. The deal is subject to a 30-day shareholder objection period and other customary closing conditions and is expected to close in July 2024.
Ligand is also entering into a stock purchase agreement whereby it has committed to investing up to $4 million in invIOs Holding AG, a privately held spin-off of APEIRON. And the proceeds will help finance the research and development of three innovative early-stage immuno-oncology assets. APEIRON is entitled to royalties and milestone payments on these assets which will further expand Ligand’s development stage portfolio. This deal is expected to close this month.
The APEIRON acquisition will be immediately accretive to Ligand’s earnings per share (EPS) by approximately $1.00 on an annualized basis and Ligand is increasing its 2024 revenue guidance to be in the range of $140 million to $157 million (previously $130 million to $142 million) and is raising core adjusted EPS guidance to $5 to $5.50 (previously $4.25 to $4.75). The royalties are now expected to range from $100 million to $105 million (previously $90 million to $95 million). And the guidance for sales of Captisol is unchanged at $25 million to $27 million, and contract revenue is now expected to range from $15 million to $25 million (previously $15 million to $20 million).
McDermott Will & Emery and E+H Rechtsanwälte served as Ligand’s legal counsel. Baker McKenzie and DORDA served as APEIRON’s legal counsel.
KEY QUOTES:
“The addition of QARZIBA to our commercial royalty portfolio further supports our growth strategy to invest in high-value medicines that deliver significant clinical value and generate predictable and long-term revenue streams for our investors. QARZIBA is the only immunotherapy for high-risk neuroblastoma marketed across Europe and in other parts of the world. We believe this drug will be a meaningful contributor to our royalty revenue, which is now driven by a diversified portfolio of 12 key commercial-stage products.”
- Todd Davis, CEO of Ligand
“This transaction is an important milestone for our company and shareholders. We have spent more than 20 years translating academic research into therapeutic products for diseases with high unmet needs. Our team was honored to help bring QARZIBA to the young patients who need it. We appreciate that Ligand recognizes the long-term potential of this critical drug for a rare pediatric cancer.”
- Peter Llewellyn-Davies, CEO of APEIRON
