NEW YORK – Bristol Myers Squibb on Friday said it will acquire Turning Point Therapeutics and add several new precision oncology drugs to its portfolio in an all-cash transaction valued at $4.1 billion.
Under the terms of the merger agreement, BMS will commence an offer to acquire all outstanding shares of Turning Point's common stock at $76.00 per share, more than double its closing price on Thursday. Upon successful closing of the tender offer, BMS plans to acquire all remaining shares of Turning Point that are not tendered in the offer via a second-step merger also at $76.00 per share.
In premarket trade on the Nasdaq Friday morning, shares of Turning Point were up 116 percent at $73.80.
In acquiring Turning Point, BMS will gain rights to repotrectinib, which has breakthrough therapy status from the US Food and Drug Administration in several indications. BMS expects the drug will garner approval in the US as a first-line option for ROS1-positive advanced NSCLC patients in the second half of 2023 and has high hopes that it will become a new standard of care in this setting.
In the Phase I/II TRIDENT-1 trial, 79 percent of treatment-naïve ROS1-positive, advanced NSCLC patients responded to the treatment. Meanwhile, 42 percent of those who had received one prior tyrosine kinase inhibitor and chemotherapy, and 28 percent of those on two prior TKIs responded to repotrectinib. Responses were also seen in patients who were previously on a TKI and had a ROS1 G2032R solvent front mutation.
San Diego-based Turning Point is also exploring the activity of the drug in combination with other treatments. In the Phase Ib/II TRIDENT-2 trial, for example, the firm is evaluating repotrectinib with Novartis' MEK inhibitor Mekinist (trametinib) in patients with KRAS G12D-mutated advanced solid cancers.
Beyond repotrectinib, Turning Point is developing the MET inhibitor elzovantinib in advanced solid tumors and in combination with EQRx's EGFR inhibitor aumolertinib in EGFR-mutated and MET-amplified advanced NSCLC; the RET inhibitor TPX-0046 in advanced solid tumors; and the ALK inhibitor TPX-0131 in advanced NSCLC.
The transaction, which has been approved by both BMS's and Turning Point's boards of directors, is slated to close during Q3 2022. BMS expects its acquisition of Turning Point to be accretive to non-GAAP earnings starting in 2025 but up to $.08 per share dilutive to non-GAAP EPS in 2022.
Gordon Dyal & Co. is serving as BMS's financial adviser and Kirkland & Ellis is its legal counsel. Goldman Sachs is Turning Point's financial adviser and Cooley is its counsel.