Why Bayer Is Buying AskBio For $4 Billion (BAYRY)

By Amit Chowdhry • Oct 27, 2020
  • Bayer AG (OTCMKTS: BAYRY) recently announced it is buying Asklepios BioPharmaceutical (AskBio). These are the details about the deal.

Bayer AG (OTCMKTS: BAYRY) recently announced it is buying Asklepios BioPharmaceutical (AskBio) — which is a US-based biopharmaceutical company that specializes in the research, development and manufacturing of gene therapies across different therapeutic areas. AskBio’s development portfolio also includes investigational pre-clinical and clinical-stage candidates for the treatment of neuromuscular, central nervous system, cardiovascular, and metabolic diseases.

Bayer is going to own full rights to AskBio’s gene therapy platform, including a broad intellectual property portfolio and established contract development and manufacturing organization (CDMO) — which lays the foundation for future partnerships in the area of adeno-associated virus (AAV) therapies. And the addition of AskBio to Bayer’s emerging cell and gene therapy (CGT) business is strengthening Bayer’s commitment to the field. Plus it complements the 2019 acquisition of BlueRock Therapeutics and consolidates Bayer’s ambition to create platforms with the potential to have an impact in multiple therapeutic areas.

As part of the agreement, Bayer is going to pay an upfront consideration of USD 2 billion and potential success-based milestone payments of up to USD 2 billion. And some 75% of the potential success-based milestone payments are expected to be due during the course of the next 5 years and the remaining amount late thereafter.

Through the acquisition, Bayer is going to add an industry-leading adeno-associated virus (AAV)-based gene therapy platform to its portfolio — which has already demonstrated applicability across different therapeutic areas. Besides the multiple clinical-stage assets for indications with high unmet needs, the acquisition includes a state-of-the-art gene therapy technology platform as well as existing gene therapy manufacturing platform.

Gene therapy is going to offer new treatment options for many currently untreatable diseases, particularly genetic diseases caused by a single genetic defect. And AskBio’s gene therapy platform includes an industry-leading cell line manufacturing process and an extensive AAV capsid and promoter library. The company generated hundreds of proprietary third-generation AAV capsids and promoters that offer differentiation through potentially improved efficacy, immune response, and tissue and organ specificity. This platform represents one of the most advanced gene therapy platforms with the promise to also tackle polygenetic indications, which also helps a larger number of patients. AskBio’s lead research programs — which are focused on Pompe disease, Parkinson’s disease, and congestive heart failure — are currently in early phases of clinical development.

In order to preserve its entrepreneurial culture as an essential pillar for nurturing successful innovation, AskBio is going to continue to operate as an independent company on an arms-length basis. And Bayer’s newly established CGT unit will bundle Bayer’s activities in this area moving forward in order to establish an innovation ecosystem for the participating partners within the Bayer organization.

The closing of the transaction is contingent on customary closing conditions, including receipt of the required regulatory approvals and is expected to take place during the fourth quarter of 2020.

Credit Suisse is serving as financial advisor to Bayer while Baker McKenzie is serving as legal counsel. And JPMorgan is serving as financial advisor to AskBio while Ropes & Gray is serving as legal counsel.

KEY QUOTES:

“In line with our purpose ‘science for a better life’, we are committed to bringing significant improvements for patients through innovation. With this acquisition, Bayer significantly advances the establishment of a cell and gene therapy platform that can be at the forefront of breakthrough science, contributing to preventing or even curing diseases caused by gene defects and further driving company growth in the future.”

— Werner Baumann, Chairman of the Board of Management (CEO) of Bayer AG

“As part of our strategy, we are building new therapeutic platforms including cell and gene therapies. As an emerging leader in the rapidly advancing field of gene therapies, the expertise and portfolio of AskBio supports us in establishing highly innovative treatment options for patients and further strengthens our portfolio. We want to help patients whose medical needs are not yet met by today’s treatment options and we are looking forward to work together with the team at AskBio.”

— Stefan Oelrich, Member of the Board of Management, Bayer AG and President of the Bayer’s Pharmaceuticals Division

“Our innovation in capsid re-engineering and promoter design, coupled with our scaled manufacturing processes, gives us the tools to provide gene therapy solutions to more people suffering from a wider spectrum of disease that is not being adequately treated today.”

— Dr. Richard Jude Samulski, Chief Scientific Officer and Co-Founder of AskBio

“With Bayer‘s worldwide reach and translational expertise, especially in pathway diseases, our combined cultures of scientific advancement and commitment to patients, along with the retention of AskBio’s independent structure, Bayer and AskBio are positioned to provide accelerated development of gene therapies to treat more patients who can benefit from them.”

— Sheila Mikhail, CEO and Co-Founder of AskBio