Vertex Pharmaceuticals to acquire Alpine Immune Sciences for $4.9bn in strategic expansion

In a major development in the biotechnology industry, Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) and Alpine Immune Sciences, Inc. (Nasdaq: ALPN) have announced a definitive agreement where Vertex will acquire Alpine for $65 per share, amounting to approximately $4.9 billion in cash. This transaction, unanimously approved by both companies’ Boards of Directors, is set to close later this quarter, marking a significant move in Vertex’s strategic expansion efforts.

The acquisition of Alpine by Vertex Pharmaceuticals is strategically significant as it brings together two pioneering entities in the biotechnology sector. Alpine’s leading molecule, povetacicept (ALPN-303), is a dual antagonist of BAFF and APRIL, showing promising efficacy in Phase 2 development for IgA nephropathy (IgAN)—a serious autoimmune kidney disease with no approved therapies targeting its underlying cause. Povetacicept is also being explored for other serious autoimmune kidney diseases such as membranous nephropathy and lupus nephritis, as well as autoimmune cytopenias.

Reshma Kewalramani, M.D., FASN, Chief Executive Officer and President of Vertex, highlighted the strategic fit of Alpine within Vertex’s portfolio, stating, “Alpine is a compelling strategic fit for Vertex and furthers our ambition of using scientific innovation to create transformative medicines targeting serious diseases with high unmet need in specialty markets. We look forward to welcoming the talented Alpine team to Vertex and believe that together we can bring povetacicept, a potential best-in-class treatment for IgAN to patients faster. We also look forward to fully exploring povetacicept’s potential as a ‘pipeline-in-a-product’ and adding Alpine’s protein engineering and immunotherapy capabilities to Vertex’s toolbox.”

Mitchell H. Gold, M.D., Executive Chairman and Chief Executive Officer of Alpine, expressed enthusiasm about the merger, noting the alignment in core values and commitment to innovation and patient care between the two companies. “Today’s announcement marks a new chapter for Alpine,” said Dr. Gold. “Povetacicept has demonstrated potential best-in-class attributes in IgA nephropathy and has broad development potential across a number of other autoimmune and inflammatory conditions with significant unmet need. We look forward to the opportunity, now more than ever, to make a meaningful difference in the lives of patients worldwide as part of Vertex.”

The acquisition is structured as a tender offer with Vertex set to acquire all outstanding shares of Alpine at $65 per share in cash. This represents a total equity value of approximately $4.9 billion, with a net of about $4.6 billion after estimated cash acquired. The closure of the transaction is contingent upon several conditions, including the tender of a majority of the outstanding Alpine common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act among other customary conditions.

Vertex has engaged Lazard as its financial advisor and Skadden, Arps, Slate, Meagher & Flom as legal counsel, while Alpine has appointed Centerview Partners as its exclusive financial advisor with Fenwick & West LLP serving as legal counsel.

This acquisition by Vertex Pharmaceuticals not only amplifies its capabilities in the field of immunotherapy but also strategically positions the company to enhance its influence in the specialty markets of autoimmune and inflammatory diseases. The addition of Alpine’s innovative molecules and protein engineering expertise could significantly accelerate the development and delivery of groundbreaking therapies, potentially transforming the treatment landscape for patients with severe autoimmune conditions.

In conclusion, the acquisition of Alpine Immune Sciences by Vertex Pharmaceuticals represents a strategic alignment that could reshape the future of immunotherapy, focusing on diseases with significant unmet medical needs, thereby enhancing patient outcomes in the autoimmune disease sector.