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GSK to acquire Cellzome for $99 million
05-17-2012
SHARING OPTIONS:
UPDATED May 22, 2012, with additional reporting and information
________________________________ LONDON—GlaxoSmithKline (GSK) announced May 15 the establishment
of an agreement by which it will acquire those shares it does not already own
in proteomics technology company Cellzome. GSK will acquire the shares for $99
million, and Cellzome will become part of GSK’s research and development
organization.
GSK currently owns a 19.98 percent equity interest in
Cellzome, and after the acquisition it will assume full control of the company.
In conjunction with the acquisition, Cellzome shareholders, with GSK included,
plan on creating a spin-off company. The spin-off would hold the rights to
those of Cellzome’s assets and activities that GSK does not want to further
develop. The acquisition is not subject to third-party approvals, and the
expected completion date was May 21, though as of May 22, when this article was updated, there was still no indication on either company's website that the transaction had been finalized.
“The acquisition of Cellzome adds significantly to our
scientific capabilities and capacity to characterize drug targets and provides
the opportunity to further enhance GSK’s ability to bring medicines to patients
in a more effective manner,” John Baldoni, senior vice president of Platform
& Technology Science at GSK, said in the initial news release about the acquisition.
The transaction reportedly fits with GSK’s strategy of collaborating
with external partners, with Cellzome representing the company’s third platform
technology acquisition since 2007. GSK acquired both Domantis Ltd., a leader in
developing next-generation antibody therapies, and Praecis, which specialized
in novel therapeutic programs and a chemical-synthesis and screening
technology. Cellzome’s technologies focus on proteomics and can be used
throughout the drug discovery process, and function by assessing drug
interactions with target proteins in settings that are more closely
representative of the entire biological system.
Cellzome’s “product engine,” as the company puts it, is used
both in-house and in partnerships, and is centered on its proprietary
technologies Episphere and Kinobeads, “which wok with native proteins in a true
physiological setting to discover small molecule drugs targeting protein
complexes that underlie disease.” The company focuses on epigenetic and signal
transduction drug targets in cancer and inflammation, it notes on its website,
but the drug discovery method can be applied in other indications as well.
Acquiring Cellzome and its technology platform secures GSK significant
proteomic mass spectrometry and screening abilities, which the company feels
could reduce the failure of potential drug compounds in the early development
phases.
The companies have worked together since 2008 in a pair of
strategic drug discovery alliances. The first was announced in September 2008,
focused on the discovery, development and marketing of novel kinase-targeted
therapeutics for inflammatory diseases. The alliance gained GSK access to
Cellzome’s Kinobeads technology, and set Cellzome up to be eligible for several
success-based milestone payments. The second alliance was announced in March
2010, also focused on inflammatory diseases, and gained GSK exclusive access to
Cellzome’s Episphere technology. The acquisition will allow GSK to apply
Cellzome’s technology platforms across its entire portfolio, rather than just
in immunoinflammatory disease indications.
“We are pleased to announce this transaction, which will
enable GSK to progress the technologies that we have been developing for more
than a decade,” Tim Edwards, CEO of Cellzome, said in the news release announcing the deal. “This
follows nearly four years of successful collaboration with GSK, during which
time we demonstrated the value and breadth of the Cellzome platform for drug
discovery.”
Zacks Investment Research acknowledged the likelihood that adding Cellzome’s proteomics technologies would enable better analysis of a drug’s efficacy and safety
profile, thus reducing the number of discontinued candidates in development
phases for GSK, but the prospect of folding Cellzome into GSK's R&D organization and spinning off a new company did nothing to change Zacks' "Neutral" rating on GSK. As Zacks notes, "a major part of Glaxo’s revenues will be exposed to
generic competition as multiple drugs are scheduled to lose exclusivity in the
next few years. We expect the company’s top line as well as gross
margins to remain under pressure in the coming quarters."
In addition to generic
competition, U.S. healthcare reform and E.U. pricing pressure will
continue to affect sales, notes Zacks, which seems more focused on
Glaxo's recent hostile bid to acquire
the outstanding shares of Human Genome Sciences Inc. as opposed to the Cellzome deal. As Zacks notes, that acquisition would gain
Glaxo exclusive rights to Benlysta as
well as other candidates such as darapladib and albiglutide. "The acquisition will raise the returns on research and
development expenses for Glaxo and lead to cost synergies of minimum
$200 million by 2015. We believe this potential takeover would be accretive for
the company from 2013," Zacks says. Code: E05161201 Back |
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