REG-Arix Bioscience PLC Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)

Arix BioscienceAnnouncement

08/01/2024 17:15

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Arix Bioscience PLC (ARIX)
Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)

08-Jan-2024 / 17:15 GMT/BST

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                                 Arix Bioscience plc

                                           

         Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)

LONDON,  8 January 2024: Arix Bioscience plc (“Arix” or the “Company”) (LSE: ARIX),  a
global venture  capital company  focused on  investing in  breakthrough  biotechnology
companies, is  pleased  to  note  that its  portfolio  company,  Harpoon  Therapeutics
(NASDAQ: HARP), is to be acquired by Merck (NYSE: MRK).

The two companies have entered into a definitive agreement under which Merck (known as
MSD outside the United States and Canada), through a subsidiary, will acquire  Harpoon
for $23.00 per share in cash for an approximate total equity value of $680 million.

Arix will provide a full financial update for its shareholders in due course.

The  announcement   can   be   accessed   on   Harpoon   Therapeutics’   website   at:
 1 www.harpoontx.com and  the  full text  of  the  announcement from  the  company  is
contained below.

                                         ENDS 

 

Enquiries

For more information on Arix, please contact:

 

Arix Bioscience plc

+44 (0)20 7290 1050

ir 2 @arixbioscience.com

 

Powerscourt Group

Sarah MacLeod,  Nick Johnson, Molly Ring

+44 (0)20 7250 1446

 3 arix@powerscourt-group.com

 

About Arix Bioscience plc

Arix Bioscience  plc is  a global  venture  capital company  focused on  investing  in
breakthrough biotechnology companies around cutting-edge advances in life sciences.

 

We collaborate with exceptional entrepreneurs and provide the capital, expertise,  and
global networks  to help  accelerate their  ideas into  important new  treatments  for
patients. As a listed company, we are able to bring this exciting growth phase of  our
industry to a broader range of investors.  4 www.arixbioscience.com

 

                         Harpoon Therapeutics Press Release:

 

    MERCK TO ACQUIRE HARPOON THERAPEUTICS, FURTHER DIVERSIFYING ONCOLOGY PIPELINE

 

 Acquisition includes HPN328, an investigational delta-like ligand 3 (DLL3) targeting
  T-cell engager being evaluated in certain patients with small cell lung cancer and
                                neuroendocrine tumors

 

RAHWAY, N.J. & SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Jan. 8,
2024-- Merck (NYSE: MRK), known as MSD outside of the United States and Canada,
and Harpoon Therapeutics, Inc. (Nasdaq: HARP) today announced that the companies have
entered into a definitive agreement under which Merck, through a subsidiary, will
acquire Harpoon for $23.00 per share in cash for an approximate total equity value
of $680 million.

 

This press release features multimedia. View the full release
here:  5 https://www.businesswire.com/news/home/20240108498651/en/

 

“At Merck, we continue to enhance our oncology pipeline through strategic acquisitions
that complement our current portfolio and advance breakthrough science to help address
the needs of people with cancer worldwide,” said Dr. Dean Y. Li, president, Merck
Research Laboratories. “This agreement reflects the creativity and commitment of
scientists and clinical development teams at Harpoon. We look forward to further
evaluating HPN328 in innovative combinations with other pipeline candidates.”

 

Harpoon has developed a portfolio of novel T-cell engagers that employ the company’s
proprietary Tri-specific T cell Activating Construct (TriTAC®) platform, an engineered
protein technology designed to direct a patient’s own immune cells to kill tumor
cells, and ProTriTAC™ platform, applying a prodrug concept to its TriTAC® platform to
create a therapeutic T-cell engager that is designed to remain inactive until it
reaches the tumor.

 

“At Harpoon, we have always been committed to advancing our cancer immunotherapy
candidates to improve the lives of patients. With Merck’s recognized leadership in
oncology clinical development and global commercial footprint, our lead candidate,
HPN328, is well positioned moving forward,” said Julie Eastland, president and chief
executive officer, Harpoon Therapeutics. “The talented, passionate and dedicated
Harpoon team has made great progress over the past eight years in leveraging our
research platform to develop an innovative suite of candidates, and we are pleased
that Merck has recognized the significant potential of our pipeline. I want to
personally thank all of our key stakeholders, including our entire team at Harpoon,
trial participants, physicians and our shareholders, who have supported us.”

 

Harpoon’s lead candidate, HPN328, is a T-cell engager targeting delta-like ligand 3
(DLL3), an inhibitory canonical Notch ligand that is expressed at high levels in small
cell lung cancer (SCLC) and neuroendocrine tumors. HPN328 is currently being evaluated
in a Phase 1/2 clinical trial ( 6 NCT04471727) evaluating the safety, tolerability and
pharmacokinetics of HPN328 monotherapy in patients with advanced cancers associated
with expression of DLL3. The study is also evaluating HPN328 in combination with
atezolizumab in patients with SCLC. In October 2023, Harpoon announced the
presentation of positive interim tolerability and response data for HPN328 in certain
patients with SCLC and neuroendocrine tumors.

 

Additional pipeline candidates include HPN217 targeting B-cell maturation antigen
(BCMA), currently in Phase 1 clinical development for the treatment of patients with
relapsed/refractory multiple myeloma, and several preclinical stage candidates,
including HPN601, a conditionally activated targeting epithelial cell adhesion
molecule (EpCAM) for the treatment of certain patients with EpCAM expressing tumors.

 

Under the terms of the agreement, Merck, through a subsidiary, will acquire all
outstanding shares of Harpoon Therapeutics, Inc. for a price per share of $23.00 in
cash. The Board of Directors of Harpoon has unanimously approved the transaction.
Closing of the acquisition is subject to certain conditions, including approval of the
merger by Harpoon’s stockholders, the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. The
transaction is expected to close in the first half of 2024 and will be accounted for
as an asset acquisition. Merck expects to record a charge (non-tax deductible) of
approximately $650 million, or approximately $0.26 per share, that will be included in
non-GAAP results in the quarter that the transaction closes.
 

Advisors

 

Evercore Group L.L.C. acted as financial advisor to Merck in this transaction
and Covington & Burling LLP acted as its legal advisor. Centerview Partners LLC acted
as financial advisor to Harpoon and Goodwin Procter LLP acted as its legal advisor.

 

About HPN328

 

HPN328 targets delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand.
HPN328 uses Harpoon’s proprietary Tri-specific T cell Activating Construct (TriTAC®)
platform that is designed to recruit a patient’s own immune cells to kill tumor cells.
HPN328 is being evaluated as monotherapy and in combination in an ongoing open-label,
multicenter two-part study ( 7 NCT04471727) to assess the safety, tolerability, and
pharmacokinetics in patients with certain advanced cancers associated with expression
of DLL3.

 

In March 2022, the U.S. Food and Drug Administration (FDA) granted Orphan Drug
Designation to HPN328 for the treatment of small cell lung cancer.

 

About TriTACs

 

TriTACs are novel investigational T-cell-engaging therapeutic proteins optimized for
the treatment of solid tumors. TriTACs have an extended serum half-life and may be
manufactured using routine biologic techniques.

 

Merck’s focus on cancer

 

Our goal is to translate breakthrough science into innovative oncology medicines to
help people with cancer worldwide. At Merck, the potential to bring new hope to people
with cancer drives our purpose and supporting accessibility to our cancer medicines is
our commitment. As part of our focus on cancer, Merck is committed to exploring the
potential of immuno-oncology with one of the largest development programs in the
industry across more than 30 tumor types. We also continue to strengthen our portfolio
through strategic acquisitions and are prioritizing the development of several
promising oncology candidates with the potential to improve the treatment of advanced
cancers. For more information about our oncology clinical trials,
visit  8 www.merck.com/clinicaltrials.

 

About Harpoon Therapeutics

 

Harpoon Therapeutics is a clinical-stage immunotherapy company developing a novel
class of T-cell engagers designed to harness the power of the body’s immune system to
treat patients suffering from cancer and other diseases. T-cell engagers are
engineered proteins that direct a patient’s own T-cells to kill target cells that
express specific proteins, or antigens, carried by the target cells. Using its
proprietary Tri-specific T cell Activating Construct (TriTAC®) platform, Harpoon is
developing a pipeline of novel TriTACs initially focused on the treatment of certain
types of solid tumors and hematologic malignancies. Harpoon has also developed a
proprietary ProTriTAC™ platform, which applies a prodrug concept to its TriTAC
platform to create a therapeutic T-cell engager that is designed to remain inactive
until it reaches the tumor. Harpoon’s third proprietary technology platform, extended
release TriTAC-XR, is designed to mitigate cytokine release syndrome. For additional
information about Harpoon Therapeutics, please visit  9 www.harpoontx.com.

 

About Merck

 

At Merck, known as MSD outside of the United States and Canada, we are unified around
our purpose: We use the power of leading-edge science to save and improve lives around
the world. For more than 130 years, we have brought hope to humanity through the
development of important medicines and vaccines. We aspire to be the premier
research-intensive biopharmaceutical company in the world - and today, we are at the
forefront of research to deliver innovative health solutions that advance the
prevention and treatment of diseases in people and animals. We foster a diverse and
inclusive global workforce and operate responsibly every day to enable a safe,
sustainable and healthy future for all people and communities. For more information,
visit  10 www.merck.com and connect with us on  11 X (formerly
Twitter),  12 Facebook,  13 Instagram,  14 YouTube and  15 LinkedIn.

 

Additional Information and Where to Find it

 

In connection with the proposed transaction between Harpoon and Merck, Harpoon will
file with the Securities and Exchange Commission (SEC) a proxy statement on Schedule
14A relating to a special meeting of its stockholders. Additionally, Harpoon may file
other relevant materials with the SEC in connection with the proposed transaction.
Investors and securityholders of Harpoon are urged to read the proxy statement and any
other relevant materials filed or that will be filed with the SEC, as well as any
amendments or supplements to these materials and documents incorporated by reference
therein, carefully and in their entirety when they become available because they
contain or will contain important information about the proposed transaction and
related matters. The definitive version of the proxy statement will be mailed or
otherwise made available to Harpoon’s securityholders. Investors and securityholders
will be able to obtain a copy of the proxy statement (when it is available) as well as
other filings containing information about the proposed transaction that are filed by
Harpoon or Merck with the SEC, free of charge on EDGAR at  16 www.sec.gov, on the
investor relations page of Harpoon’s website at  17 ir.harpoontx.com/investors, by
contacting Harpoon’s investor relations department at  18 investors@harpoontx.com, or
on Merck’s website at  19 www.merck.com.

 

Participants in the Solicitation

 

Harpoon, Merck and certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of Harpoon in
respect of the proposed transaction and any other matters to be voted on at the
special meeting. Information about Harpoon’s directors and executive officers,
including a description of their direct interests, by security holdings or otherwise,
will be included in the proxy statement (when available). Information about Merck and
its directors and executive officers can be found in Merck’s proxy statement filed
on April 3, 2023 and Merck’s other filings with the SEC available at the SEC’s
Internet site ( 20 www.sec.gov), including any statements of beneficial ownership on
Form 3 or Form 4 filed with the SEC after such proxy statement. Harpoon stockholders
may obtain additional information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the proposed
transaction, including the interests of Harpoon directors and executive officers in
the proposed transaction, which may be different than those of Harpoon stockholders
generally, by reading the proxy statement and any other relevant documents that are
filed or will be filed with the SEC relating to the proposed transaction. You may
obtain free copies of these document using the sources indicated above.

 

Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA

 

This news release of Merck & Co., Inc., Rahway, N.J., USA includes statements that are
not statements of historical fact, or “forward-looking statements,” including with
respect to Merck’s proposed acquisition of Harpoon, and readers are cautioned not to
place undue reliance on such statements. Such forward-looking statements include, but
are not limited to, the ability of Merck and Harpoon to complete the transactions
contemplated by the merger agreement, including the parties’ ability to satisfy the
conditions to the consummation of the merger contemplated thereby, statements about
the expected timetable for completing the transaction, Merck’s and Harpoon’s beliefs
and expectations and statements about the benefits sought to be achieved in Merck’s
proposed acquisition of Harpoon, the potential effects of the acquisition on
both Merck and Harpoon, the possibility of any termination of the merger agreement, as
well as the expected benefits and success of Harpoon’s product candidates. These
statements are based upon the current beliefs and expectations of Merck’s management
and are subject to significant risks and uncertainties. There can be no guarantees
that the conditions to the closing of the proposed transaction will be satisfied on
the expected timetable or at all, or that any product candidates will receive the
necessary regulatory approvals or prove to be commercially successful. If underlying
assumptions prove inaccurate or risks or uncertainties materialize, actual results may
differ materially from those set forth in the forward-looking statements.

 

Risks and uncertainties include, but are not limited to, uncertainties as to the
timing of the merger; the risk that competing offers or acquisition proposals will be
made; the possibility that various conditions to the consummation of the merger
contained in the merger agreement may not be satisfied or waived (including the
failure to obtain the requisite vote by Harpoon’s stockholders); the effects of
disruption from the transactions contemplated by the merger agreement and the impact
of the announcement and pendency of the transactions on Harpoon’s business; the risk
that stockholder litigation in connection with the merger may result in significant
costs of defense, indemnification and liability; general industry conditions and
competition; general economic factors, including interest rate and currency exchange
rate fluctuations; the impact of pharmaceutical industry regulation and health care
legislation in the United States and internationally; global trends toward health care
cost containment; technological advances, new products and patents attained by
competitors; challenges inherent in new product development, including obtaining
regulatory approval; Merck’s ability to accurately predict future market conditions;
manufacturing difficulties or delays; financial instability of international economies
and sovereign risk; dependence on the effectiveness of Merck’s patents and other
protections for innovative products; and the exposure to litigation, including patent
litigation, and/or regulatory actions.

 

Merck undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise, except to the
extent required by law. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be found in
Merck’s 2022 Annual Report on Form 10-K and Merck’s other filings with the Securities
and Exchange Commission (SEC) available at the SEC’s Internet site ( 21 www.sec.gov).

 

Forward-Looking Statements of Harpoon Therapeutics

 

Any statements in this press release about Harpoon’s future expectations, plans and
prospects, as well as any other statements regarding matters that are not historical
facts, may constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to risks and
uncertainties and actual results may differ materially from those expressed or implied
by such forward-looking statements. Such statements include, but are not limited to,
statements about Merck’s proposed acquisition of Harpoon, the ability of Merck and
Harpoon to complete the transactions contemplated by the merger agreement, including
the parties’ ability to satisfy the conditions to the consummation of the merger
contemplated thereby and the other conditions set forth in the merger agreement,
statements about the expected timetable for completing the transaction, Merck’s and
Harpoon’s beliefs and expectations and statements about the benefits sought to be
achieved in Merck’s proposed acquisition of Harpoon, the potential effects of the
acquisition on Harpoon, the possibility of any termination of the merger agreement, as
well as the expected benefits and success of Harpoon’s product candidates, and other
statements containing the words “anticipates,” “believes,” “continue,” “expects,”
“intends,” “look forward,” “plans,” “toward,” “will” and similar expressions. You
should not place undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties, and assumptions that are difficult or
impossible to predict and, in some cases, beyond Harpoon’s control. These
forward-looking statements are based upon Harpoon’s current expectations and involve
assumptions that may never materialize or may prove to be incorrect. Actual results
and the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of various risks and uncertainties. Such risks
and uncertainties include, without limitation, (i) the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger agreement;
(ii) the satisfaction (or waiver) of closing conditions to the consummation of the
proposed transaction, including the receipt of required regulatory approval and the
requisite approval of Harpoon’s stockholders; (iii) the effects of disruption from the
proposed transaction contemplated by the merger agreement and the impact of the
announcement and pendency of the proposed transaction on Harpoon’s business; (iv) the
effects of the proposed transaction on relationships with employees, other business
partners or governmental entities; (v) the response of competitors to the proposed
transaction; (vi) risks associated with the disruption of management’s attention from
ongoing business operations due to the proposed transaction; (vii) the ability of the
parties to consummate the proposed transaction in a timely manner or at all; (viii)
significant costs associated with the proposed transaction; (ix) potential litigation
relating to the proposed transaction; (x) restrictions during the pendency of the
proposed transaction that may impact Harpoon’s ability to pursue certain business
opportunities; (xi) risks related to the advancement of product candidates into, and
successful completion of, preclinical studies and clinical trials; (xii) risks and
uncertainties related to regulatory application, review and approval processes and
Harpoon’s compliance with applicable legal and regulatory requirements; (xiii) general
industry conditions and competition; and (xiv) general economic factors. These and
other risks are described in additional detail in Harpoon’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 and Harpoon’s other filings
with the U.S. Securities and Exchange Commission (SEC), available on the SEC’s website
at  22 www.sec.gov. All forward-looking statements contained in this press release
speak only as of the date hereof, and Harpoon specifically disclaims any obligation to
update any forward-looking statement, whether because of new information, future
events or otherwise.

 

View source version
on  23 businesswire.com:  24 https://www.businesswire.com/news/home/20240108498651/en/

 

Merck Investors:
Peter Dannenbaum
(732) 594-1579

 

Merck Media:
Robert Josephson
(203) 914-2372

 

Harpoon Investors & Media:
Ana Kapor
 25 akapor@harpoontx.com

 

Source: Merck & Co., Inc.

 

                                         END.

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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════════════════

   ISIN:           GB00BD045071
   Category Code:  MSCM
   TIDM:           ARIX
   LEI Code:       213800OVT3AHQCXNIX43
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   296161
   EQS News ID:    1810441


    
   End of Announcement EQS News Service

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    26 fncls.ssp?fn=show_t_gif&application_id=1810441&application_name=news&site_id=reuters8

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