REG - GSK PLC - GSK completes acquisition of BELLUS Health

GSKAnnouncement

28/06/2023 15:45

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RNS Number : 2787E  GSK PLC  28 June 2023

Issued: 28 June 2023, London UK

 

GSK completes acquisition of BELLUS Health

 

GSK plc (LSE/NYSE: GSK) and BELLUS Health Inc. (TSX/NASDAQ: BLU) today
announced GSK has completed the acquisition of BELLUS, a biopharmaceutical
company working to better the lives of patients suffering from refractory
chronic cough (RCC), by way of a plan of arrangement in accordance with
Section 192 of the Canada Business Corporations Act (the "Arrangement"). The
Arrangement was approved by BELLUS' shareholders on 16 June 2023.

 

As previously announced, the acquisition of BELLUS includes camlipixant, a
potential best-in-class and highly selective P2X3 antagonist currently in
phase III development for the first-line treatment of adult patients with RCC.

 

In connection with the closing of the Arrangement, BELLUS also announced the
cancellation of its annual shareholder meeting, which was scheduled for 30
June 2023.

 

Luke Miels, Chief Commercial Officer, GSK said: "The acquisition of BELLUS is
highly synergistic with GSK's expertise in respiratory medicines and is
further supported by GSK's leading R&D, manufacturing, and
commercialisation capabilities. We are now focused on progressing camlipixant
through phase III trials to offer a therapeutic option for RCC patients as
soon as possible."

 

Following the anticipated regulatory approval and launch of camlipixant, the
acquisition is expected to be accretive to adjusted EPS from 2027 and has the
potential to deliver significant sales through 2031 and beyond.

 

Financial Considerations

Upon completion of the Arrangement, GSK acquired all outstanding common shares
of BELLUS for US$14.75 per common share in cash, representing a total equity
value of US$2.0 billion (£1.6 billion/C$2.6). The per-share price represents
a premium of approximately 103% to BELLUS' closing stock price on 17 April
2023 and a premium of approximately 101% to BELLUS' volume-weighted average
price (VWAP) over the 30 trading days up to 17 April 2023.

 

About RCC

It is estimated that 28 million patients suffer from chronic cough, with 10
million patients globally and 6 million in the United States (US) and European
Union (EU) suffering from RCC for over a year.(1) RCC is defined as a
persistent cough for more than eight weeks that does not respond to treatment
for an underlying condition or is otherwise unexplained.(2) RCC significantly
impacts quality of life, with patients suffering from depression (53%),
urinary incontinence (~50%), pain, rib fractures, social withdrawal, and loss
of sleep.(3,4) There are no approved medicines for RCC in the US and EU.

 

About camlipixant

Camlipixant is an investigational, twice-daily oral P2X3 receptor antagonist
for the treatment of RCC, which is currently being evaluated in the CALM phase
III clinical development programme. Given the need for novel and effective
medicines for RCC, camlipixant has the potential to be a breakthrough in the
treatment landscape.

 

Camlipixant is not currently approved anywhere in the world.

 

About BELLUS

BELLUS is a late-stage biopharmaceutical company working to better the lives
of patients suffering from persistent

cough.

 

About GSK in respiratory

For over 50 years, GSK has led the way in developing medicines that advance
the management of asthma and COPD, from introducing the world's first
selective short-acting beta agonist in 1969 to launching six treatments in
five years to create today's industry-leading respiratory portfolio.

 

About GSK

GSK is a global biopharma company with a purpose to unite science, technology,
and talent to get ahead of disease together. Find out more at gsk.com.

 

 GSK enquiries
 Media:               Tim Foley          +44 (0) 20 8047 5502       (London)
                      Sarah Clements     +44 (0) 20 8047 5502       (London)
                      Kathleen Quinn     +1 202 603 5003            (Washington DC)
                      Lyndsay Meyer      +1 202 302 4595            (Washington DC)

 Investor Relations:  Nick Stone         +44 (0) 7717 618834        (London)
                      James Dodwell      +44 (0) 20 8047 2406       (London)
                      Mick Readey        +44 (0) 7990 339653        (London)
                      Josh Williams      +44 (0) 7385 415719        (London)
                      Camilla Campbell   +44 (0) 7803 050238        (London)
                      Steph Mountifield  +44 (0) 7796 707505        (London)
                      Jeff McLaughlin    +1 215 751 7002            (Philadelphia)
                      Frannie DeFranco   +1 215 751 4855            (Philadelphia)
 BELLUS enquiries
                      Ramzi Benamar      rbenamar@bellushealth.com

 

Cautionary statement regarding forward-looking statements
GSK cautions investors that any forward-looking statements or projections made
by GSK, including those made in this announcement, are subject to risks and
uncertainties that may cause actual results to differ materially from those
projected. Such factors include, but are not limited to, those described under
Item 3.D 'Risk factors" in the company's Annual Report on Form 20-F for 2022,
and Q1 Results for 2023 and any impacts of the COVID-19 pandemic.

 

Early Warning Reporting

In connection with the arrangement above, 14934792 Canada Inc., a wholly-owned
subsidiary of GSK and the purchaser for purposes of the arrangement, has filed
an early warning report of BELLUS under BELLUS' profile on SEDAR. A copy of
the early warning report can also be obtained by contacting Alison Pozzobon at
1-855-593-6274. The address of the 14934792 Canada Inc. is 100 Milverton
Drive, Suite 800, Mississauga, Ontario L5R 4H1, and the address of BELLUS is
275 Blvd. Armand-Frappier, Laval (Québec) H7V 4A7.

 

Registered in England & Wales:

No. 3888792

 

Registered Office:

980 Great West Road

Brentford, Middlesex

TW8 9GS

 

References

1 Song et al. The global epidemiology of chronic cough in adults: a systematic
review and meta-analysis. Eur Respir J. 2015; 45: 1479-1481.

2 Meltzer et al. Prevalence and Burden of Chronic Cough in the United States.
J of Allergy Clin Immunol Pract. 2021; 9:4037-44.

3 Dicpinigaitis et al. Prevalence of Depressive Symptoms Among Patients With
Chronic Cough. CHEST. 2006; 130 (6): 1839 - 43.

4 Chamberlain et al. The impact of chronic cough: a cross-sectional European
survey. Lung. 2015 Jun;193(3):401-8.

 

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