Acquisition Includes Novel Late-Stage Renal
Cell Carcinoma Candidate, PT2977
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, and Peloton Therapeutics, Inc. today announced that the
companies have entered into a definitive agreement under which
Merck, through a subsidiary, will acquire privately held Peloton, a
clinical-stage biopharmaceutical company focused on the development
of novel small molecule therapeutic candidates targeting
hypoxia-inducible factor-2α (HIF-2α) for the treatment of patients
with cancer and other non-oncology diseases. Peloton’s lead
candidate is PT2977, a novel oral HIF-2α inhibitor in late-stage
development for renal cell carcinoma (RCC).
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“This acquisition exemplifies Merck’s strategy to pursue novel
therapeutic candidates based on exceptionally promising and
innovative research,” said Dr. Roger M. Perlmutter, president,
Merck Research Laboratories. “Peloton scientists have applied their
unique expertise in HIF-2α biology to develop PT2977, which has
already shown intriguing activity in the treatment of renal cell
carcinoma. We look forward to advancing this late-stage asset as
part of our broad oncology R&D program.”
Under terms of the agreement, Merck, through a subsidiary, will
acquire all outstanding shares of Peloton in exchange for an
upfront payment of $1.05 billion in cash. In addition, Peloton
shareholders will be eligible to receive a further $1.15 billion
contingent upon successful achievement of future regulatory and
sales milestones for certain candidates.
“Merck is recognized as a leader in cancer research and shares
our commitment to accelerating the development of candidates
targeting HIF-2α to help patients with advanced cancers and other
diseases,” said John A. Josey, Ph.D., Peloton’s Chief Executive
Officer. “We are proud to have advanced PT2977 to this stage of
development and believe that Merck is well suited to build upon the
progress our company has made.”
The closing will be subject to certain conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary conditions. The
companies anticipate the acquisition will close in the third
quarter of 2019.
Merck was represented by Covington & Burling LLP as legal
advisor and Credit Suisse as financial advisor. Peloton was
represented by Wilson Sonsini Goodrich & Rosati as legal
advisor and Centerview Partners as financial advisor.
About PT2977
PT2977 is a potent, selective, investigational oral HIF-2α
inhibitor currently being evaluated in multiple clinical studies.
Specifically, PT2977 is being evaluated in a Phase 2 clinical trial
in von Hippel-Lindau (VHL) disease-associated RCC, a Phase 2
clinical trial in combination with cabozantinib, a VEGFR-targeting
agent, in metastatic RCC, a Phase 1/2 dose-escalation and
dose-expansion clinical trial in patients with metastatic RCC, and
an expansion arm of its Phase 1/2 clinical trial in glioblastoma
multiforme (GBM). In cancer, HIF-2α is aberrantly activated in
these diseases as a result of the inactivity of the VHL tumor
suppressor. This inactivation of the VHL tumor suppressor is
observed in over 90% of clear cell RCC, the most common form of
kidney cancer. Results from a Phase 1/2 study of PT2977
demonstrated favorable safety and early signs of anti-tumor
activity as a monotherapy for the treatment of patients with
advanced or metastatic RCC.
About Peloton
Peloton Therapeutics, Inc. is a clinical-stage biopharmaceutical
company focused on translating novel scientific insights into
first-in-class medicines for patients with cancer and other
debilitating or life-threatening conditions. The company’s lead
development program is evaluating a small molecule inhibitor of
HIF-2α, a transcription factor implicated in the development and
progression of clear cell RCC and a variety of other disorders.
HIF-2α was previously thought to be intractable using small
molecules.
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 www.merck.com/clinicaltrials.
About Merck
For more than a century, Merck, a leading global
biopharmaceutical company known as MSD outside of the United States
and Canada, has been inventing for life, bringing forward medicines
and vaccines for many of the world’s most challenging diseases.
Through our prescription medicines, vaccines, biologic therapies
and animal health products, we work with customers and operate in
more than 140 countries to deliver innovative health solutions. We
also demonstrate our commitment to increasing access to health care
through far-reaching policies, programs and partnerships. Today,
Merck continues to be at the forefront of research to advance the
prevention and treatment of diseases that threaten people and
communities around the world - including cancer, cardio-metabolic
diseases, emerging animal diseases, Alzheimer’s disease and
infectious diseases including HIV and Ebola. For more information,
visit www.merck.com and connect with us on Twitter,
Facebook, Instagram, YouTube and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc.,
Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J.,
USA (the “company”) includes “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements are
based upon the current beliefs and expectations of the company’s
management and are subject to significant risks and uncertainties.
There can be no guarantees with respect to pipeline products that
the products will receive the necessary regulatory approvals or
that they will 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, 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; the company’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 the company’s patents and other
protections for innovative products; and the exposure to
litigation, including patent litigation, and/or regulatory
actions.
The company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional factors that could cause
results to differ materially from those described in the
forward-looking statements can be found in the company’s 2018
Annual Report on Form 10-K and the company’s other filings with the
Securities and Exchange Commission (SEC) available at the SEC’s
Internet site (www.sec.gov).
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Merck
Media Contact:Pam Eisele(267) 305-3558
Investor Contacts:Teri Loxam(908) 740-1986
Michael DeCarbo(908) 740-1807
Peloton
Media Contact:Mike Beyer(312) 961-2502
Investor Contact:Alan Musso(972) 629-4070
Merck (NYSE:MRK)
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