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Amgen to Acquire Five Prime Therapeutics for $1.9B

NEW YORK – Amgen said on Thursday it will acquire Five Prime Therapeutics in a tender offer valued at $1.9 billion, a move that will bring Five Prime's anti-FGFR2b antibody drug bemarituzumab to Amgen's oncology portfolio.

Under the terms of the agreement, which have been approved by both companies' board of directors, Amgen will extend an offer to acquire all outstanding shares of Five Prime's common stock for $38 per share in cash, valuing the transaction at approximately $1.9 billion. The acquisition is expected to close by the end of Q2 2021. Goldman Sachs and Lazard acted as financial advisors to Amgen and Five Prime, respectively. 

The deal adds Five Prime's lead candidate bemarituzumab to Amgen's oncology pipeline. Five Prime is developing bemarituzumab as a frontline treatment for patients with FGFR2b-positive, non-HER2-positive, advanced gastric or gastroesophageal junction cancer.

In the Phase II FIGHT trial, researchers evaluated bemarituzumab plus chemotherapy as a frontline treatment in these patients. In the study the drug improved progression-free survival, overall survival, and overall response rate compared to placebo and chemotherapy. The study also showed a positive correlation between bemarituzumab's benefit and FGFR2b expression on patients' tumor cells.

Approximately 30 percent of HER2-negative gastric cancer patients worldwide are FGFR2b positive. FGFR2b is also overexpressed in other cancers including squamous non-small cell lung cancer, triple-negative breast cancer, ovarian cancer, pancreatic cancer, and intrahepatic cholangiocarcinoma.

According to Amgen, this acquisition also supports its international expansion. Given the high prevalence of gastric cancer in Asian countries, the company expects bemarituzumab to be a profitable investment and plans to use its presence in Japan and other Asia-Pacific regions to support the drug's uptake.

In December 2017, Five Prime inked an exclusive licensing deal with Zai Lab, giving the firm rights to develop and commercialize bemarituzumab in China, Hong Kong, Macau, and Taiwan. Amgen will also receive a percentage of future net sales of the drug, ranging from the high teens to low twenties, in the Greater China region from this prior agreement.

"The acquisition of Five Prime offers a compelling opportunity for Amgen to strengthen our oncology portfolio with a promising late-stage, first-in-class global asset to treat gastric cancer," Amgen Chairman and CEO Robert Bradway said in a statement. "We look forward to welcoming the Five Prime team to Amgen and working with them to leverage our best-in-class monoclonal antibody manufacturing capabilities to supply additional clinical materials, as well as expanded production quantities, to realize the full potential of bemarituzumab for even more patients around the world as quickly as possible."