Bristol-Myers Squibb to Acquire ZymoGenetics

Bristol-Myers Squibb (New York) agreed to acquire the biopharmaceutical company ZymoGenetics (Seattle) for an aggregate purchase price of $885 million or $735 million net of cash. The move provides Bristol-Myers Squibb with additional biologic compounds for its drug pipeline.

“The acquisition of ZymoGenetics brings us full ownership of a promising investigational biologic that strengthens our very diversified hepatitis C portfolio,” said Lamberto Andreotti, chief executive officer of Bristol-Myers Squibb, in a company press release. “In addition, ZymoGenetics brings proven capabilities with therapeutic proteins and revenue from a marketed specialty surgical biologic. This acquisition is another example of our strategic, targeted approach to business development.”

Following the closing of the acquisition, Bristol-Myers Squibb will gain full ownership of pegylated-interferon lambda, an interferon in Phase IIb development for treating hepatitis C infection. The companies have collaborated on the development of pegylated-interferon lambda since January 2009. Bristol-Myers Squibb will also acquire a commercial product, Recothrom, a recombinant thrombin approved by the US Food and Drug Administration for use as a topical hemostat to control nonarterial bleeding during surgical procedures. Other additions to the company’s pipeline will be L-21 protein, a cytokine in Phase II development as a potential immunotherapy treatment for metastatic melanoma, and an early-stage pipeline of six biologic drug candidates, including an anti-IL-31 antibody currently in preclinical development for treating atopic dermatitis. Bristol-Myers Squibb will also gain potential milestone and royalty payments from six partnered programs in various stages of clinical development by EMD Serono, an affiliate of Merck KGaA (Darmstadt, Germany), and Novo Nordisk (Bagsværd, Denmark).

Bristol-Myers Squibb proposed the acquisition on Sept. 7, 2010 and commenced a cash tender offer on Sept. 10, 2010. The offer will expire on Oct. 7, 2010. The ZymoGenetics board of directors has directed shareholders to accept the offer and tender their shares to Bristol-Myers Squibb. The merger agreement contains a provision under which ZymoGenetics will not solicit competing offers for the company. Following the purchase of shares in the tender offer, ZymoGenetics will become a subsidiary of Bristol-Myers Squibb. The deal is subject to customary closings.