Italy’s Menarini to acquire US biopharma company Stemline Therapeutics

Menarini acquisition of Stemline : Menarini Group, an Italian pharma and diagnostics company, has agreed to acquire US biopharma company Stemline Therapeutics in a deal worth up to $677 million.

Stemline Therapeutics is engaged in the development and commercialization of novel oncology therapeutics. Its acquisition enables Menarini Group to establish its footprint in the US biopharmaceutical oncology market.

The US biopharma company launched ELZONRIS for the treatment of blastic plasmacytoid dendritic cell neoplasm (BPDCN) in adults and pediatrics, two years or older, after gaining approval from the US Food and Drug Administration (FDA) in December 2018.

ELZONRIS is a targeted therapy that is directed to the interleukin-3 (IL-3) receptor-α (CD123).

Menarini Group said that through its infrastructure, it will help Stemline Therapeutics in its efforts to develop more applications for ELZONRIS to address the unmet needs of patients with difficult to treat diseases and cancers.

The Italian pharma and diagnostics company said that following the strong US launch of the drug, Stemline Therapeutics will benefit from its experience in introducing products to markets in Europe and emerging markets as it prepares for a successful global launch after receipt of regulatory approval in ex-US territories.

Commenting on Menarini acquisition of Stemline, Elcin Barker Ergun – CEO of Menarini Group said: “Stemline is an excellent fit for Menarini, enabling us to expand our presence in the U.S. with an established biopharmaceutical company focused on developing oncology therapeutics.

“Through this acquisition, we will continue to strengthen our portfolio and pipeline of oncology assets and deliver novel therapies around the world. We look forward to uniting together with the Stemline team to advance our shared mission of serving patients.”

As per the deal terms, a fully-owned subsidiary of the Menarini Group will launch a tender offer for all outstanding shares of the US biopharma company, under which the latter’s shareholders will be given a total potential consideration of $12.50 per share, made up of an upfront payment of $11.50 per share in cash in addition to one non-tradeable Contingent Value Right (CVR).

As per the terms of the non-tradeable CVR, shareholders of Stemline Therapeutics will be paid an additional $1.00 per share after completion of the first sale for use or consumption by the general public of ELZONRIS in blastic plasmacytoid dendritic cell neoplasm in any one of the countries –  the UK, France, Spain, Germany, or Italy after getting approval from the European Commission of a Marketing Authorization Application (MAA), through the centralized procedure, on or before 31 December 2021.

Ivan Bergstein – Chairman, CEO and Founder of Stemline Therapeutics, commenting on Menarini acquisition of Stemline, said: “Joining Menarini represents a unique opportunity for Stemline to advance the commercialization of ELZONRIS across the globe and to accelerate the development of our pipeline of oncology assets. We have transitioned Stemline over the last several years into an established commercial-stage operation with a novel treatment, a growing pipeline and a strong foundation.

“We are excited to be combining with a like-minded organization in Menarini, in a transaction that will deliver immediate and significant cash value to our shareholders, while also allowing our shareholders to participate in the future upside of ELZONRIS’s European launch.”

Menarini acquisition of Stemline is likely to be wrapped up in Q2 2020, subject to customary closing conditions, which includes receipt of Hart-Scott-Rodino clearance.

For Menarini Group, Goldman Sachs International is the exclusive financial advisor while Fried, Frank, Harris, Shriver & Jacobson is the legal advisor. For Stemline Therapeutics, the financial advisors are PJT Partners and BofA Securities while Skadden, Arps, Slate, Meagher & Flom and Alston & Bird are serving as legal advisors.