Deciphera Pharmaceuticals (a biopharmaceutical company focused on discovering, developing, and commercializing important new medicines to improve the lives of people with cancer) announced that it has entered into a definitive merger agreement with ONO Pharmaceutical. ONO will acquire all outstanding shares of Deciphera common stock for $25.60 per share in cash through a tender offer followed by a merger of Deciphera with a wholly-owned subsidiary of ONO for a total equity value of $2.4 billion. The boards of directors of both companies have unanimously approved the deal.
ONO and Deciphera will accelerate their shared goal of delivering innovative new drugs and serving patients worldwide. And Deciphera brings specialized R&D capabilities in kinase drug discovery, well-established commercial and sales platforms in the US and Europe, and global clinical development capabilities, along with QINLOCK – Deciphera’s switch-control inhibitor for treating fourth-line gastrointestinal stromal tumor (GIST), which is approved in the US and over 40 other countries. Deciphera will also bring a diverse pipeline of first-in-class potential medicines, including vimseltinib, DCC-3116 (a ULK inhibitor), and multiple additional oncology candidates.
Vimseltinib is a highly selective switch-control kinase inhibitor with successful pivotal clinical data for the potential to be a first-in-class agent for treating tenosynovial giant cell tumor (TGCT), and potentially other indications. The deal is expected to enable ONO to build a robust presence in oncology, one of its key priority areas, and support ONO’s efforts to become a Global Specialty Pharma company.
The deal is structured as a tender offer and subsequent merger of Deciphera with a wholly-owned subsidiary of ONO. Under the terms of the definitive merger agreement, ONO will buy all outstanding shares of Deciphera for $25.60 per share in cash for a total equity value of approximately $2.4 billion. The purchase price represents a premium of 74.7% to Deciphera’s closing share price of $14.65 on April 26, 2024, and a premium of 68.8% to Deciphera’s 30-trading-day volume weighted average price as of April 26, 2024.
Upon the successful completion of the tender offer, ONO’s wholly-owned subsidiary will merge with and into Deciphera, with Deciphera continuing as the surviving corporation and a wholly-owned subsidiary of ONO. Any shares of common stock of Deciphera not tendered into the offer will receive the same USD per share price payable in the tender offer. The deal is expected to close in the third quarter of 2024, subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of Deciphera’s outstanding shares of common stock.
In connection with the execution of the merger agreement, certain stockholders of the company owning approximately 28% of the outstanding shares of Deciphera common stock entered into Tender and Support Agreements under which they will tender all of their shares in the offer.
Upon completing the acquisition, Deciphera will operate as a standalone business of ONO Group from its headquarters in Waltham, Massachusetts.
J.P. Morgan Securities is serving as the exclusive financial advisor to Deciphera, and Goodwin Procter is serving as legal counsel. BofA Securities is serving as financial advisor to ONO, and Greenberg Traurig is serving as legal counsel.
KEY QUOTES:
“Deciphera and ONO share a deep commitment to improve the lives of people living with cancer, and the transaction announced today enables us to make even greater impact for patients. Together, we expect to advance and accelerate each organization’s important work through combined research and development capabilities and a global commercial footprint. Importantly, this acquisition delivers for all of Deciphera’s stakeholders. It provides immediate, compelling value for our shareholders, provides greater opportunities for our world-class team, and ultimately, greater hope for patients. I am excited about the future of the combined organization, and we are honored to contribute to the continued growth of ONO in the U.S. and around the world.”
- Steven L. Hoerter, President and Chief Executive Officer of Deciphera
“We expect that this acquisition of Deciphera will not only expand ONO’s target oncology portfolio, but also accelerate ONO’s business development in the United States and Europe, and strengthen kinase drug discovery research. Deciphera’s mission statement ‘Inspired by Patients: Defeat Cancer’ is aligned with ONO’s corporate philosophy ‘Dedicated to the Fight against Disease and Pain.’ We respect the innovative culture of Deciphera and look forward to working together to drive further growth for both ONO and Deciphera.”
- Gyo Sagara, Representative Director, Chairman of the Board and Chief Executive Officer of ONO
