DJ Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)
Arix Bioscience PLC (ARIX)
Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)
08-Jan-2024 / 17:15 GMT/BST
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Arix Bioscience plc
Portfolio company Harpoon Therapeutics to be acquired by Merck (MSD)
LONDON, 8 January 2024: Arix Bioscience plc ("Arix" or the "Company") (LSE: ARIX), a global venture capital company
focused on investing in breakthrough biotechnology companies, is pleased to note that its portfolio company, Harpoon
Therapeutics (NASDAQ: HARP), is to be acquired by Merck (NYSE: MRK).
The two companies have entered into a definitive agreement under which Merck (known as MSD outside the United States
and Canada), through a subsidiary, will acquire Harpoon for USD23.00 per share in cash for an approximate total equity
value of USD680 million.
Arix will provide a full financial update for its shareholders in due course.
The announcement can be accessed on Harpoon Therapeutics' website at: www.harpoontx.com and the full text of the
announcement from the company is contained below.
[ENDS]
Enquiries
For more information on Arix, please contact:
Arix Bioscience plc
+44 (0)20 7290 1050
ir@arixbioscience.com
Powerscourt Group
Sarah MacLeod, Nick Johnson, Molly Ring
+44 (0)20 7250 1446
arix@powerscourt-group.com
About Arix Bioscience plc
Arix Bioscience plc is a global venture capital company focused on investing in breakthrough biotechnology companies
around cutting-edge advances in life sciences.
We collaborate with exceptional entrepreneurs and provide the capital, expertise, and global networks to help
accelerate their ideas into important new treatments for patients. As a listed company, we are able to bring this
exciting growth phase of our industry to a broader range of investors. www.arixbioscience.com
Harpoon Therapeutics Press Release:
MERCK TO ACQUIRE HARPOON THERAPEUTICS, FURTHER DIVERSIFYING ONCOLOGY PIPELINE
Acquisition includes HPN328, an investigational delta-like ligand 3 (DLL3) targeting T-cell engager being evaluated in
certain patients with small cell lung cancer and neuroendocrine tumors
RAHWAY, N.J. & SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Jan. 8, 2024-- Merck (NYSE: MRK), known as MSD outside of
the United States and Canada, and Harpoon Therapeutics, Inc. (Nasdaq: HARP) today announced that the companies have
entered into a definitive agreement under which Merck, through a subsidiary, will acquire Harpoon for USD23.00 per share
in cash for an approximate total equity value of USD680 million.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/
20240108498651/en/
"At Merck, we continue to enhance our oncology pipeline through strategic acquisitions that complement our current
portfolio and advance breakthrough science to help address the needs of people with cancer worldwide," said Dr. Dean Y.
Li, president, Merck Research Laboratories. "This agreement reflects the creativity and commitment of scientists and
clinical development teams at Harpoon. We look forward to further evaluating HPN328 in innovative combinations with
other pipeline candidates."
Harpoon has developed a portfolio of novel T-cell engagers that employ the company's proprietary Tri-specific T cell
Activating Construct (TriTAC®) platform, an engineered protein technology designed to direct a patient's own immune
cells to kill tumor cells, and ProTriTACT platform, applying a prodrug concept to its TriTAC® platform to create a
therapeutic T-cell engager that is designed to remain inactive until it reaches the tumor.
"At Harpoon, we have always been committed to advancing our cancer immunotherapy candidates to improve the lives of
patients. With Merck's recognized leadership in oncology clinical development and global commercial footprint, our lead
candidate, HPN328, is well positioned moving forward," said Julie Eastland, president and chief executive officer,
Harpoon Therapeutics. "The talented, passionate and dedicated Harpoon team has made great progress over the past eight
years in leveraging our research platform to develop an innovative suite of candidates, and we are pleased that Merck
has recognized the significant potential of our pipeline. I want to personally thank all of our key stakeholders,
including our entire team at Harpoon, trial participants, physicians and our shareholders, who have supported us."
Harpoon's lead candidate, HPN328, is a T-cell engager targeting delta-like ligand 3 (DLL3), an inhibitory canonical
Notch ligand that is expressed at high levels in small cell lung cancer (SCLC) and neuroendocrine tumors. HPN328 is
currently being evaluated in a Phase 1/2 clinical trial (NCT04471727) evaluating the safety, tolerability and
pharmacokinetics of HPN328 monotherapy in patients with advanced cancers associated with expression of DLL3. The study
is also evaluating HPN328 in combination with atezolizumab in patients with SCLC. In October 2023, Harpoon announced
the presentation of positive interim tolerability and response data for HPN328 in certain patients with SCLC and
neuroendocrine tumors.
Additional pipeline candidates include HPN217 targeting B-cell maturation antigen (BCMA), currently in Phase 1 clinical
development for the treatment of patients with relapsed/refractory multiple myeloma, and several preclinical stage
candidates, including HPN601, a conditionally activated targeting epithelial cell adhesion molecule (EpCAM) for the
treatment of certain patients with EpCAM expressing tumors.
Under the terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Harpoon
Therapeutics, Inc. for a price per share of USD23.00 in cash. The Board of Directors of Harpoon has unanimously approved
the transaction. Closing of the acquisition is subject to certain conditions, including approval of the merger by
Harpoon's stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act,
and other customary conditions. The transaction is expected to close in the first half of 2024 and will be accounted
for as an asset acquisition. Merck expects to record a charge (non-tax deductible) of approximately USD650 million, or
approximately USD0.26 per share, that will be included in non-GAAP results in the quarter that the transaction closes.
Advisors
Evercore Group L.L.C. acted as financial advisor to Merck in this transaction and Covington & Burling LLP acted as its
legal advisor. Centerview Partners LLC acted as financial advisor to Harpoon and Goodwin Procter LLP acted as its legal
advisor.
About HPN328
HPN328 targets delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand. HPN328 uses Harpoon's proprietary
Tri-specific T cell Activating Construct (TriTAC®) platform that is designed to recruit a patient's own immune cells to
kill tumor cells. HPN328 is being evaluated as monotherapy and in combination in an ongoing open-label, multicenter
two-part study (NCT04471727) to assess the safety, tolerability, and pharmacokinetics in patients with certain advanced
cancers associated with expression of DLL3.
In March 2022, the U.S. Food and Drug Administration (FDA) granted Orphan Drug Designation to HPN328 for the treatment
of small cell lung cancer.
About TriTACs
TriTACs are novel investigational T-cell-engaging therapeutic proteins optimized for the treatment of solid tumors.
TriTACs have an extended serum half-life and may be manufactured using routine biologic techniques.
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 Harpoon Therapeutics
Harpoon Therapeutics is a clinical-stage immunotherapy company developing a novel class of T-cell engagers designed to
harness the power of the body's immune system to treat patients suffering from cancer and other diseases. T-cell
engagers are engineered proteins that direct a patient's own T-cells to kill target cells that express specific
proteins, or antigens, carried by the target cells. Using its proprietary Tri-specific T cell Activating Construct
(TriTAC®) platform, Harpoon is developing a pipeline of novel TriTACs initially focused on the treatment of certain
types of solid tumors and hematologic malignancies. Harpoon has also developed a proprietary ProTriTACT platform, which
applies a prodrug concept to its TriTAC platform to create a therapeutic T-cell engager that is designed to remain
inactive until it reaches the tumor. Harpoon's third proprietary technology platform, extended release TriTAC-XR, is
designed to mitigate cytokine release syndrome. For additional information about Harpoon Therapeutics, please visit
www.harpoontx.com.
About Merck
At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of
leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to
humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive
biopharmaceutical company in the world - and today, we are at the forefront of research to deliver innovative health
solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and
inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all
people and communities. For more information, visit www.merck.com and connect with us on X (formerly Twitter), Facebook
, Instagram, YouTube and LinkedIn.
Additional Information and Where to Find it
In connection with the proposed transaction between Harpoon and Merck, Harpoon will file with the Securities and
Exchange Commission (SEC) a proxy statement on Schedule 14A relating to a special meeting of its stockholders.
Additionally, Harpoon may file other relevant materials with the SEC in connection with the proposed transaction.
Investors and securityholders of Harpoon are urged to read the proxy statement and any other relevant materials filed
or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents
incorporated by reference therein, carefully and in their entirety when they become available because they contain or
will contain important information about the proposed transaction and related matters. The definitive version of the
proxy statement will be mailed or otherwise made available to Harpoon's securityholders. Investors and securityholders
will be able to obtain a copy of the proxy statement (when it is available) as well as other filings containing
information about the proposed transaction that are filed by Harpoon or Merck with the SEC, free of charge on EDGAR at
www.sec.gov, on the investor relations page of Harpoon's website at ir.harpoontx.com/investors, by contacting Harpoon's
investor relations department at investors@harpoontx.com, or on Merck's website at www.merck.com.
Participants in the Solicitation
Harpoon, Merck and certain of their directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Harpoon in respect of the proposed transaction and any other matters
to be voted on at the special meeting. Information about Harpoon's directors and executive officers, including a
description of their direct interests, by security holdings or otherwise, will be included in the proxy statement (when
available). Information about Merck and its directors and executive officers can be found in Merck's proxy statement
filed on April 3, 2023 and Merck's other filings with the SEC available at the SEC's Internet site (www.sec.gov),
including any statements of beneficial ownership on Form 3 or Form 4 filed with the SEC after such proxy statement.
Harpoon stockholders may obtain additional information regarding the direct and indirect interests of the participants
in the solicitation of proxies in connection with the proposed transaction, including the interests of Harpoon
directors and executive officers in the proposed transaction, which may be different than those of Harpoon stockholders
generally, by reading the proxy statement and any other relevant documents that are filed or will be filed with the SEC
relating to the proposed transaction. You may obtain free copies of these document using the sources indicated above.
Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA
This news release of Merck & Co., Inc., Rahway, N.J., USA includes statements that are not statements of historical
fact, or "forward-looking statements," including with respect to Merck's proposed acquisition of Harpoon, and readers
are cautioned not to place undue reliance on such statements. Such forward-looking statements include, but are not
limited to, the ability of Merck and Harpoon to complete the transactions contemplated by the merger agreement,
including the parties' ability to satisfy the conditions to the consummation of the merger contemplated thereby,
statements about the expected timetable for completing the transaction, Merck's and Harpoon's beliefs and expectations
and statements about the benefits sought to be achieved in Merck's proposed acquisition of Harpoon, the potential
effects of the acquisition on both Merck and Harpoon, the possibility of any termination of the merger agreement, as
well as the expected benefits and success of Harpoon's product candidates. These statements are based upon the current
beliefs and expectations of Merck's management and are subject to significant risks and uncertainties. There can be no
guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable
or at all, or that any product candidates will receive the necessary regulatory approvals or 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, uncertainties as to the timing of the merger; the risk that
competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of
the merger contained in the merger agreement may not be satisfied or waived (including the failure to obtain the
requisite vote by Harpoon's stockholders); the effects of disruption from the transactions contemplated by the merger
agreement and the impact of the announcement and pendency of the transactions on Harpoon's business; the risk that
stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and
liability; 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; Merck'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 Merck's patents
and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or
regulatory actions.
Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise, except to the extent required by law. Additional factors that could cause
results to differ materially from those described in the forward-looking statements can be found in Merck's 2022 Annual
Report on Form 10-K and Merck's other filings with the Securities and Exchange Commission (SEC) available at the SEC's
Internet site (www.sec.gov).
Forward-Looking Statements of Harpoon Therapeutics
Any statements in this press release about Harpoon's future expectations, plans and prospects, as well as any other
statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties
and actual results may differ materially from those expressed or implied by such forward-looking statements. Such
statements include, but are not limited to, statements about Merck's proposed acquisition of Harpoon, the ability of
Merck and Harpoon to complete the transactions contemplated by the merger agreement, including the parties' ability to
satisfy the conditions to the consummation of the merger contemplated thereby and the other conditions set forth in the
merger agreement, statements about the expected timetable for completing the transaction, Merck's and Harpoon's beliefs
and expectations and statements about the benefits sought to be achieved in Merck's proposed acquisition of Harpoon,
the potential effects of the acquisition on Harpoon, the possibility of any termination of the merger agreement, as
well as the expected benefits and success of Harpoon's product candidates, and other statements containing the words
"anticipates," "believes," "continue," "expects," "intends," "look forward," "plans," "toward," "will" and similar
expressions. You should not place undue reliance on forward-looking statements because they involve known and unknown
risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Harpoon's
control. These forward-looking statements are based upon Harpoon's current expectations and involve assumptions that
may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Such risks
and uncertainties include, without limitation, (i) the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; (ii) the satisfaction (or waiver) of closing conditions to the
consummation of the proposed transaction, including the receipt of required regulatory approval and the requisite
approval of Harpoon's stockholders; (iii) the effects of disruption from the proposed transaction contemplated by the
merger agreement and the impact of the announcement and pendency of the proposed transaction on Harpoon's business;
(iv) the effects of the proposed transaction on relationships with employees, other business partners or governmental
entities; (v) the response of competitors to the proposed transaction; (vi) risks associated with the disruption of
management's attention from ongoing business operations due to the proposed transaction; (vii) the ability of the
parties to consummate the proposed transaction in a timely manner or at all; (viii) significant costs associated with
the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) restrictions during the
pendency of the proposed transaction that may impact Harpoon's ability to pursue certain business opportunities; (xi)
risks related to the advancement of product candidates into, and successful completion of, preclinical studies and
clinical trials; (xii) risks and uncertainties related to regulatory application, review and approval processes and
Harpoon's compliance with applicable legal and regulatory requirements; (xiii) general industry conditions and
competition; and (xiv) general economic factors. These and other risks are described in additional detail in Harpoon's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 and Harpoon's other filings with the
U.S. Securities and Exchange Commission (SEC), available on the SEC's website at www.sec.gov. All forward-looking
statements contained in this press release speak only as of the date hereof, and Harpoon specifically disclaims any
obligation to update any forward-looking statement, whether because of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240108498651/en/
Merck Investors:
Peter Dannenbaum
(732) 594-1579
Merck Media:
Robert Josephson
(203) 914-2372
Harpoon Investors & Media:
Ana Kapor
akapor@harpoontx.com
Source: Merck & Co., Inc.
END.
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BD045071
Category Code: MSCM
TIDM: ARIX
LEI Code: 213800OVT3AHQCXNIX43
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 296161
EQS News ID: 1810441
End of Announcement EQS News Service
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