Gilead Sciences Inc. (GILD: Quote) said Wednesday it has agreed to acquire Canada-based YM BioSciences Inc. (YMI: Quote, YM.TO) for $2.95 per share in cash, or a total of about $510 million. Gilead said the deal will give it access to YM BioSciences’ research for a chronic bone-marrow disorder known as myelofibrosis.
The offer price represents a premium of 81 percent over YM BioSciences’ closing stock price on the NYSE as on December 11.
Following the news, YM BioSciences stock surged over 78 percent in morning trade on the New York Stock Exchange.
The deal, which is to close in the first quarter of 2013, will need the approval of YM shareholders at a special meet to be held on or before February 11. The deal is also is subject to other customary conditions.
YM BioSciences’ lead drug candidate is CYT387, an orally-administered, once-daily, selective inhibitor of the Janus kinase (JAK) family. The JAK enzymes have been implicated in a number of disorders including myeloproliferative diseases, inflammatory disorders and certain cancers.
YM BioSciences has reported positive results from a Phase 1/2 trial of CYT387 in patients with myelofibrosis – a progressive, chronic bone marrow disorder in which the marrow is replaced by fibrous scar tissue, making it difficult for the bone marrow to sufficiently produce blood cells, leading to anemia and spleen enlargement. Pending acquisition, Gilead plans to initiate a pivotal Phase 3 clinical trial of CYT387 in myelofibrosis in the second half of 2013.
The deal agreement contains customary non-solicitation provisions, but permits YM BioSciences, in certain circumstances, to terminate the arrangement and accept an unsolicited superior proposal.
BofA Merrill Lynch and Bloom Burton & Co. serve as financial advisors, and Gowling Lafleur Henderson LLP, Heenan Blaikie LLP and Dorsey & Whitney LLP serve as legal advisors to YM BioSciences in connection with the deal.
Gilead is advised by Wilson Sonsini Goodrich & Rosati, Professional Corp. and Blake Cassels and Graydon LLP.
Gilead is trading at $76.62, up 0.37%, on a volume of over 2 million shares on the Nasdaq.
YM BioSciences is trading at $2.91, up 78.53%, on a volume of 59 million shares on the NYSE.
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by RTT Staff Writer
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