Proposed acquisition strengthens Pfizer’s
category leadership in Oncology with addition of next-generation,
investigational immuno-therapeutics for hematological
malignancies
Expands innovative pipeline, potentially
enhancing growth in 2026-2030 and beyond
Pfizer to host analyst and investor call at
10:00 a.m. ET today with Pfizer Oncology executives
Pfizer Inc. (NYSE: PFE) and Trillium Therapeutics Inc.
(NASDAQ/TSX: TRIL) today announced that the companies have entered
into a definitive agreement under which Pfizer will acquire
Trillium, a clinical stage immuno-oncology company developing
innovative therapies for the treatment of cancer. Under the terms
of the agreement, Pfizer will acquire all outstanding shares of
Trillium not already owned by Pfizer for an implied equity value of
$2.26 billion, or $18.50 per share, in cash. This represents a 118%
premium to the 60-day weighted average price for Trillium.
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the full release here:
https://www.businesswire.com/news/home/20210823005192/en/
Trillium’s portfolio includes biologics that are designed to
enhance the ability of patients’ innate immune system to detect and
destroy cancer cells. Its two lead molecules, TTI-622 and TTI-621,
block the signal-regulatory protein α (SIRPα)–CD47 axis, which is
emerging as a key immune checkpoint in hematological malignancies.
TTI-622 and TTI-621 are novel, potentially best-in-class SIRPα-Fc
fusion proteins that are currently in Phase 1b/2 development across
several indications, with a focus on hematological
malignancies.
“Today’s announcement reinforces our commitment to pursue
scientific breakthroughs with the addition of potentially
best-in-class molecules to our innovative pipeline,” said Andy
Schmeltz, Global President & General Manager, Pfizer Oncology.
“The proposed acquisition of Trillium builds on our strong track
record of leadership in Oncology, enhancing our hematology
portfolio as we strive to improve outcomes for people living with
blood cancers around the globe. Our deep experience in
understanding the science of blood cancers, along with the diverse
knowledge base we have developed across our growing hematology
portfolio of eight approved and investigational therapies, provide
us with a foundation to advance these important potential medicines
to patients who need them.”
Hematological malignancies are cancers that affect the blood,
bone marrow, and lymph nodes. This classification includes various
types of leukemia, multiple myeloma, and lymphoma. More than 1
million people worldwide were diagnosed with a blood cancer in
2020, representing almost 6% of all cancer diagnoses globally. In
2020, more than 700,000 people worldwide died from a form of blood
cancer.
“We’re delighted to announce Pfizer’s proposed acquisition of
Trillium. Today’s announcement reflects Trillium’s potentially best
in class SIRPα–CD47 status and contribution to immuno-oncology,”
said Dr. Jan Skvarka, Chief Executive Officer of Trillium.
“Trillium has the only known SIRPα–CD47 targeting molecules with
clinically meaningful monotherapy responses as well as a strong
basis for combination therapies, which is supported by preclinical
evidence with a diverse set of therapeutic agents. With Pfizer’s
global reach and deep capabilities, we believe our programs will
advance more quickly to the patients we’ve always aspired to serve.
We believe this is a good outcome for patients and our
shareholders.”
In clinical studies to-date, TTI-622 and TTI-621 have
demonstrated activity as monotherapy in relapsed or refractory
lymphoid malignancies, including Diffuse Large B-cell Lymphoma
(DLBCL), Peripheral T-cell lymphoma (PTCL), Follicular Lymphoma
(FL), and other lymphoid malignancies. As of July 26, 2021, Phase 1
data for TTI-622 in 30 response-evaluable patients have shown deep
and durable responses in heavily pretreated patients, including two
complete responses (CRs), one lasting over 114 weeks, with
responses ongoing. TTI-622 and TTI-621 are currently the only known
CD47-targeted molecules that have demonstrated meaningful single
agent activity and CRs in multiple hematological malignancies. Thus
far, adverse events (AEs) reported with TTI-622 and TTI-621 have
been manageable. Related Grade 3 and 4 AEs with TTI-622 were rare
and limited to transient cytopenias. In particular, the molecules
demonstrate minimal red blood cell binding and few reported cases
of anemia, an observed risk with other CD47-targeted approaches.
Further data are expected to be shared at a forthcoming medical
conference.
“We are encouraged by the early clinical data for TTI-622 and
TTI-621 monotherapy for patients with heavily pretreated lymphoid
malignancies and early encouraging activity for TTI-622 in patients
with multiple myeloma. Just as PD-1 and PD-L1 blockers have proven
to be effective immuno-therapeutics for many solid tumors, the
SIRPα-CD47 interaction defines a second key immune checkpoint for
which disrupting agents are expected to become another important
backbone immunotherapy for multiple types of cancer, especially
hematological cancers,” said Chris Boshoff, MD, PhD, Chief
Development Officer, Oncology, Pfizer Global Product Development.
“Utilizing Pfizer’s leading research and global development
capabilities, we plan to accelerate the clinical development of
SIRPα fusion proteins as a potential new scientific breakthrough
and explore combinations within our own portfolio and with
innovative next-generation medicines for hematological
malignancies.”
In September 2020, as part of the Pfizer Breakthrough Growth
Initiative (PBGI), Pfizer invested $25 million in Trillium and Jeff
Settleman, Senior Vice President and Chief Scientific Officer of
Pfizer’s Oncology Research & Development Group, was named to
Trillium’s Scientific Advisory Board. Established in June 2020,
PBGI’s goal is to provide funding for scientific research as well
as access to Pfizer’s experts to ensure the continuity of clinical
programs that could be of potential strategic interest for Pfizer.
Pfizer has committed to providing up to $500 million in total
funding to the PBGI.
Additional Transaction Details
The proposed acquisition of Trillium is to be completed by way
of a statutory plan of arrangement under the Business Corporations
Act (British Columbia) and subject to customary closing conditions,
including approval of 66⅔% of the votes cast by Trillium
shareholders, voting together as one class, at a special meeting of
Trillium and approval of 66⅔% of the votes cast by Trillium
shareholders and warrant holders, voting together as one class, at
a special meeting of Trillium. Completion of the acquisition is
also subject to court and regulatory approval, as well as certain
other closing conditions customary for transactions of this
nature.
Pfizer’s financial advisors for the transaction are BofA
Securities, Inc., with Ropes & Gray LLP and Norton Rose
Fulbright Canada LLP acting as its legal advisors. Centerview
Partners LLC served as Trillium’s financial advisor, while Goodwin
Procter LLP and Baker McKenzie LLP (Canada) served as its legal
advisors.
Pfizer Conference Call
Pfizer Inc. invites Pfizer investors and the general public to
view and listen to a webcast of a live conference call with
investment analysts at 10:00 a.m. ET on August 23, 2021.
To view and listen to the webcast visit Pfizer’s web site at
www.pfizer.com/investors or directly at
https://pfizer.rev.vbrick.com/#/events/5f7171d1-5a93-48c1-ab0d-5d3c8ec3f168.
Information on accessing and pre-registering for the webcast will
be available at www.pfizer.com/investors beginning today.
Participants are advised to pre-register in advance of the
conference call.
You can listen to the conference call by dialing either (866)
419-2408 in the United States or Canada or (602) 563-8728 outside
of the United States and Canada. The password is
“PfizerOncology12.” Please join the call five minutes prior to the
start time to avoid operator hold times.
The transcript and webcast replay of the call will be made
available on Pfizer’s web site at www.pfizer.com/investors within
24 hours after the end of the live conference call and will be
accessible for at least 90 days.
About SIRPα/CD47
Accumulating data suggest that the SIRPα–CD47 axis is a key
immune checkpoint in hematologic malignancies, similar to the PD-L1
/ PD-1 checkpoint for solid tumors. CD47 is a protein that is
overexpressed in numerous cancer cells, and in general, high CD47
expression correlates with more aggressive disease and poorer
clinical outcomes. SIRPα is an inhibitory receptor expressed on
myeloid cells that binds to CD47, preventing the immune system from
destroying cancer cells. Disruption of the CD47-SIRPα interaction
has been proven to elicit tumor destruction through triggering of
an innate immune response.
About Pfizer Oncology
At Pfizer Oncology, we are committed to advancing medicines
wherever we believe we can make a meaningful difference in the
lives of people living with cancer. Today, we have an
industry-leading portfolio of 24 approved innovative cancer
medicines and biosimilars across more than 30 indications,
including breast, genitourinary, colorectal, blood and lung
cancers, as well as melanoma.
About Pfizer: Breakthroughs That Change Patients’
Lives
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products, including innovative medicines and vaccines. Every day,
Pfizer colleagues work across developed and emerging markets to
advance wellness, prevention, treatments and cures that challenge
the most feared diseases of our time. Consistent with our
responsibility as one of the world's premier innovative
biopharmaceutical companies, we collaborate with health care
providers, governments and local communities to support and expand
access to reliable, affordable health care around the world. For
more than 170 years, we have worked to make a difference for all
who rely on us. We routinely post information that may be important
to investors on our website at www.pfizer.com. In addition, to
learn more, please visit us on www.pfizer.com and follow us on
Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us
on Facebook at Facebook.com/Pfizer.
About Trillium Therapeutics
Trillium is an immuno-oncology company developing innovative
therapies for the treatment of cancer. The company’s two clinical
programs, TTI-622 and TTI-621, target CD47, a “don’t eat me” signal
that cancer cells frequently use to evade the immune system.
For more information visit: www.trilliumtherapeutics.com.
DISCLOSURE NOTICE: The information contained in this
release is as of August 23, 2021. Neither Pfizer nor Trillium
assumes any obligation to update forward-looking statements
contained in this release as the result of new information or
future events or developments.
This release and the conference call contain forward-looking
information about Trillium, Trillium’s lead molecules, TTI-622 and
TTI-621, the proposed acquisition of Trillium by Pfizer, Pfizer’s
oncology portfolio, growth potential and the Pfizer Breakthrough
Growth Initiative (PBGI), including their potential benefits, that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. Risks and uncertainties include, among other
things, risks related to the satisfaction or waiver of the
conditions to closing the proposed acquisition (including the
failure to obtain necessary regulatory, court and Trillium
shareholder approvals) in the anticipated timeframe or at all,
including the possibility that the acquisition does not close;
risks related to the ability to realize the anticipated benefits of
the proposed acquisition, including the possibility that the
expected benefits from the acquisition will not be realized or will
not be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
transaction making it more difficult to maintain business and
operational relationships; negative effects of this announcement or
the consummation of the proposed acquisition on the market price of
Pfizer's common stock and/or operating results; significant
transaction costs; unknown liabilities; the risk of litigation
and/or regulatory actions related to the proposed acquisition;
other business effects and uncertainties, including the effects of
industry, market, business, economic, political or regulatory
conditions; future exchange and interest rates; changes in tax and
other laws, regulations, rates and policies; future business
combinations or disposals; the uncertainties inherent in research
and development, including the ability to meet anticipated clinical
endpoints, commencement and/or completion dates for clinical
trials, regulatory submission dates, regulatory approval dates
and/or launch dates, as well as the possibility of unfavorable new
clinical data and further analyses of existing clinical data; risks
associated with interim data; the risk that clinical trial data are
subject to differing interpretations and assessments by regulatory
authorities; whether regulatory authorities will be satisfied with
the design of and results from our clinical studies; whether and
when drug applications may be filed in any jurisdictions for
TTI-622 and TTI-621 or any other investigational products; whether
and when any such applications may be approved by regulatory
authorities, which will depend on myriad factors, including making
a determination as to whether the product's benefits outweigh its
known risks and determination of the product's efficacy and, if
approved, whether TTI-622 and TTI-621 or any such other products
will be commercially successful; decisions by regulatory
authorities impacting labeling, manufacturing processes, safety
and/or other matters that could affect the availability or
commercial potential of TTI-622 and TTI-621 or any such other
products; uncertainties regarding the ability of PBGI to identify
investment candidates; uncertainties regarding the success of
investments by PBGI; uncertainties regarding the impact of
COVID-19; and competitive developments.
A further description of risks and uncertainties can be found in
Pfizer’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and in its subsequent reports on Form 10-Q,
including in the sections thereof captioned “Risk Factors” and
“Forward-Looking Information and Factors That May Affect Future
Results”, as well as in its subsequent reports on Form 8-K, all of
which are filed with the U.S. Securities and Exchange Commission
(the “SEC”) and available at www.sec.gov and www.pfizer.com. Please
also refer to the factors discussed under “Risk Factors” and
“Special Note Regarding Forward-looking Information” in Trillium’s
Annual Report on Form 10-K for the year ended December 31, 2020,
with the U.S. Securities Exchange Commission (“SEC”), each as
updated by Trillium’s continuous disclosure filings, which are
available at www.sec.gov and at www.sedar.com.
Additional Information
In connection with the proposed transaction, Trillium will file
with the SEC and the Canadian Securities Administrators (the “CSA”)
and mail or otherwise make available to its shareholders and
warrant holders a proxy statement and management information
circular (the “Proxy Statement”) regarding the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, TRILLIUM’S
SHAREHOLDERS AND WARRANT HOLDERS ARE URGED TO READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC AND THE CSA IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the Proxy Statement and other
documents that Trillium files with the SEC and the CSA (when
available) from the SEC’s website at www.sec.gov , from the CSA’s website at www.sedar.com and from
Trillium’s website at www.trilliumtherapeutics.com. Trillium and
its directors, executive officers and employees may be deemed,
under SEC and Canadian rules, to be participants in the
solicitation of proxies from Trillium's shareholders and warrant
holders with respect to the proposed transaction. Shareholders and
warrant holders may obtain information regarding the names,
affiliations and interests of such individuals in Trillium’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
and its definitive proxy statement for its 2021 annual meeting of
shareholders. Certain directors, executive officers and employees
of Trillium may have direct or indirect interest in the transaction
due to securities holdings, vesting of equity awards, and rights to
severance or retention payments. Additional information regarding
the interests of such individuals in the proposed transaction will
be included in the Proxy Statement when it is filed with the SEC
and the CSA. These documents may be obtained free of charge from
the SEC’s website at www.sec.gov, from the CSA’s website at
www.sedar.com and from Trillium's website at
www.trilliumtherapeutics.com.
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Pfizer Inc. Media:
Pamela Eisele
+1 (212) 733-1226
Pamela.Eisele@pfizer.com
Investors:
Christopher Stevo
+1 (212) 733-0437
Christopher.Stevo@Pfizer.com
Trillium Therapeutics, Inc.
Media:
Mike Beyer Sam Brown Inc. +1 (312) 961-2502 mikebeyer@sambrown.com
Investors:
Rosemary Harrison
+1 (857) 412-7029 x225
investors@trilliumtherapeutics.com
Trillium Therapeutics (NASDAQ:TRIL)
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