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Friday, 06/21/2024 11:28:14 AM

Friday, June 21, 2024 11:28:14 AM

Post# of 43304
The Sanofi/Novavax co-exclusive licensing agreement, coupled with the impending spin-off of Sanofi's healthcare sector, coupled yet again with the resignation of Novavax's R&D President, lead me to compare our evolving structural changes to those exhibited by InhibRx.

"Inhibrx Announces Sale of INBRX-101 to
Sanofi for $1.7 Billion Upfront
44
SAN DIEGO, Jan. 23, 2024 /PRNewswire/ -- Inhibrx, Inc. (Nasdaq: INBX) ("Inhibrx," or the "Company") and Sanofi (Nasdaq: SNY)
("Sanofi") today announced that the companies have entered into a definitive agreement under which Aventis Inc., a Pennsylvania
corporation (a subsidiary of Sanofi) will acquire all the assets and liabilities associated with INBRX-101, an optimized, recombinant alpha-1
antitrypsin ("AAT") augmentation therapy currently in a registrational trial for the treatment of patients with alpha-1 antitrypsin deficiency
("AATD"). Immediately prior to the closing of the merger, all non-101 assets and liabilities, including INBRX-105, INBRX-106, INBRX-109,
Inhibrx's non-101 discovery pipeline and its corporate infrastructure, will be spun out from the Company into a new publicly traded
company, Inhibrx Biosciences, Inc. ("New Inhibrx").


Under the terms of the agreement, Sanofi will acquire all outstanding shares of Inhibrx through a merger, and in turn, each Inhibrx
shareholder will receive: (i) $30.00 per share in cash, (ii) one contingent value right per share, representing the right to receive a contingent
payment of $5.00 in cash upon the achievement of a regulatory milestone and (iii) one SEC-registered, publicly listed, share of New Inhibrx
per every four shares of Inhibrx common stock held. In addition, in connection with the transaction, Sanofi will assume and retire Inhibrx's
outstanding third party debt and cause New Inhibrx to be funded with $200 million in cash and will retain an equity interest in New Inhibrx
of 8%. The boards of directors of both Inhibrx and Sanofi have unanimously approved the transaction.
Combined, the upfront cash portion of the consideration, the potential contingent value payment, if achieved, and the assumption of
Inhibrx's debt, implies an aggregate transaction value of approximately $2.2 billion. Additionally, Inhibrx shareholders will own 92% of New
Inhibrx capitalized with $200 million in cash."

see pg 44/97
https://www.stifel.com/Newsletters/InvestmentBanking/BAL/Marketing/Healthcare/Biopharma_TimOpler/BiopharmaMarketUpdate_01.29.2024.pdf

Also note the follow-on story on pg 45/97
"Not Your Typical M&A Take-Out: InhibRx Accepts Low Premium in
Exchange for Right to Continue"

Related SEC filing:
https://www.sec.gov/Archives/edgar/data/1121404/000114036124028380/ef20030320_sc13g.htm

I'm just looking for pathways to our success. Not being sure of the pathway is to be expected. But being sure of our success, to me, is also to be expected.
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