开发下一代抗癌药物 默沙东斥资3.94亿美元收购Viralytics！大赢家还有乐普医疗！

2017年10月29日，药时代发表文章《BD的春天到来了！多家跨国药企将进入“交易模式”！》。默沙东公司首席执行官Ken Frazier在默沙东2017年第三季度的报告中发表了对他本人来说是非常大胆的一条点评：

“我们在第三季度的表现显示了我们基础业务的实力，关键产品的上市、全球疫苗需求的增长以及强劲的动物保健业务都促进了公司业务的增长。我们将继续通过创造价值的业务拓展（business development）来加强在研产品线，正如我们与阿斯利康在肿瘤学方面的合作，以解决未满足的医疗需求并推动公司未来的发展。”

默沙东说到做到！

2017年7月28日，阿斯利康和默沙东宣布双方已经进入肿瘤学全球战略合作，共同开发、共同商业化阿斯利康的Lynparza（olaparib），目标是治疗多种癌症类型。

2017年9月6日，PD-1之后，默沙东瞄准新靶点！6亿美元收购Rigontec，加强其免疫肿瘤学领导地位！ 

2018年2月13日，PharmAbcine与默沙东合作开展TTAC-0001与KEYTRUDA联合治疗复发性胶质母细胞瘤和乳腺癌的临床评估。

今天传来最新好消息！

默沙东公司和Viralytics Limited宣布，两家公司已经签署了一份最终协议，根据协议，默沙东将通过其子公司收购Viralytics，一家专注于溶瘤免疫疗法治疗一系列癌症的澳大利亚上市公司。拟定收购价值约为5.02亿澳元（3.94亿美元）。现金价格为每股1.75澳元，相当于Viralytics股票一个月成交量加权平均价格（VWAP）的160％溢价。交易完成后，Viralytics将成为默沙东的全资子公司，默沙东将获得Viralytics的研究性溶瘤免疫疗法CAVATAK®（CVA21）的全部权利。

CAVATAK®是基于Viralytics专有的溶瘤病毒（Coxsackievirus Type A21）制剂，已被证明可优先感染并杀死癌细胞。CAVATAK目前正处于多个1期和2期临床试验，作为肿瘤内静脉注射剂，或与默沙东的PD-1药物KEYTRUDA®联合使用。根据Viralytics与默沙东子公司于2015年11月宣布的一项协议，双方合作研究CAVATAK和KEYTRUDA联合用于治疗黑色素瘤、前列腺癌、肺癌和膀胱癌的效果。

2018年1月5日，中国公司乐普医疗发布关于投资澳洲Viralytics公司的公告。

乐普（北京）医疗器械股份有限公司（以下简称“乐普医疗”或“公司”）拟使用自有资金29,633,682.34澳元等值的人民币，通过参与定向增发的方式投资澳洲Viralytics公司（以下简称“Viralytics”），拥有其13.04%股权。Viralytics是一家致力于溶瘤病毒免疫疗法的研发和商业拓展的生物科技公司，拥有能选择性感染和杀伤肿瘤细胞的溶瘤病毒。其核心产品是可静脉滴注的溶瘤病毒CAVATAKTM，目前该产品正在开展多项I期和II期临床试验。

独具慧眼的乐普医疗成为第三个大赢家！

药时代热烈祝贺默沙东！祝贺Viralytics！祝贺乐普医疗！

欢迎欣赏这笔交易的新闻稿！

Merck and Viralytics Announce Acquisition Agreement, Expanding Merck’s Leading Immuno-Oncology Pipeline

Proposed Acquisition of Viralytics Would Add Investigational Oncolytic Immunotherapy, CAVATAK ® , Supporting Merck’s Strategy to Broaden Its Pipeline with the Best Scientific Assets

KENILWORTH, N.J. & SYDNEY--(BUSINESS WIRE)--Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Viralytics Limited (ASX: VLA, OTC: VRACY) today announced that the companies have signed a definitive agreement under which it is proposed that Merck, through a subsidiary, will acquire Viralytics, an Australian publicly traded company focused on oncolytic immunotherapy treatments for a range of cancers by way of a scheme of arrangement (Scheme) for AUD 1.75 cash per Viralytics share. The proposed acquisition values the total issued shares in Viralytics at approximately AUD 502 million (USD 394 million). The cash consideration of AUD 1.75 per share represents a premium of 160% to the one month volume weighted average price (VWAP) of Viralytics shares.

On completion of the transaction, Viralytics will become a wholly-owned subsidiary of Merck, and Merck will gain full rights to CAVATAK® (CVA21), Viralytics’s investigational oncolytic immunotherapy. CAVATAK is based on Viralytics’s proprietary formulation of an oncolytic virus (Coxsackievirus Type A21) that has been shown to preferentially infect and kill cancer cells.

CAVATAK is currently being evaluated in multiple Phase 1 and Phase 2 clinical trials, both as an intratumoral and intravenous agent, including in combination with Merck’s KEYTRUDA®(pembrolizumab), an anti-PD-1 therapy. Under an agreement between Viralytics and a subsidiary of Merck, announced in November 2015, a study is investigating the use of the CAVATAK and KEYTRUDA combination in melanoma, prostate, lung and bladder cancers.

“Viralytics’s approach of engaging the innate immune system to target and kill cancer cells complements our immuno-oncology strategy, which is focused on the rapid advancement of innovative monotherapy approaches and synergistic combinations to help the broadest range of cancer patients,” said Dr. Roy Baynes, senior vice president and head of global clinical development, chief medical officer, Merck Research Laboratories. “We are eager to further build on Viralytics’s science as we continue our efforts to harness the immune system to improve long-term disease control and survival outcomes for people with cancer.”

“This proposed acquisition culminates years of dedicated work by the Viralytics team and represents an opportunity for significant value creation for our shareholders. Viralytics is proud to have progressed its lead investigational candidate CAVATAK to Phase 1 and Phase 2 clinical trials and, we believe that Merck, the leader in immuno-oncology, is best suited to advance CAVATAK for the benefit of patients globally, and to realize its potential,” said Dr. Malcolm McColl, managing director and chief executive officer, Viralytics.

The board of directors of Viralytics unanimously recommends that its company’s shareholders vote in favor of the Scheme, subject to there being no superior proposal and an independent expert concluding that the Scheme is in the best interest of the company’s shareholders. It is the intention of Viralytics’s directors to vote all the shares of Viralytics held or controlled by them in favor of the Scheme, subject to those same qualifications. Merck and Viralytics anticipate the transaction will be implemented by the second quarter of 2018. Implementation of the transaction is subject to a Viralytics’s shareholder vote and customary regulatory approvals.

Viralytics’s largest shareholder, Lepu Medical Group, which currently holds voting power in 13 percent of the Viralytics’s shares, has informed Viralytics that it intends to vote the shares it holds at the time of the Scheme meeting in favor of the Scheme, in the absence of a superior proposal and subject to the Viralytics directors maintaining their recommendation to vote in favor of the Scheme.

Chairman of Lepu Medical Group, Dr. Pu stated, “Lepu Medical Group acknowledges this is an attractive opportunity for Viralytics and, as such, is supportive of the transaction. In line with its existing strategy, Lepu Medical Group intends to continue to focus on developing immuno-oncology therapies, including in collaboration with companies globally.”

Transaction Terms and Implementation Process

The Scheme proposes that Merck acquires 100 percent of the issued shares in Viralytics. Implementation of the Scheme will be subject to customary conditions, including Viralytics shareholder approval, court approval, regulatory approval, an independent expert concluding, and continuing to conclude, that the Scheme is in the best interest of shareholders, and no material adverse change or prescribed event occurring.

More information on the Scheme and conditions is provided in a copy of the scheme implementation agreement which has been appended to this announcement. The agreement also contains exclusivity provisions that are customary in Australia, including “no shop”, “no talk” and “no due diligence” provisions, a break fee, as well as a notification obligation and matching right. The “no talk”, “no due diligence” and notification obligation provisions are subject to the directors’ fiduciary obligations.

A scheme booklet is expected to be dispatched to Viralytics shareholders in April 2018. The scheme booklet will contain information relating to the Scheme, the independent expert’s report on whether the Scheme is in the best interests of Viralytics shareholders, the reasons for the directors’ unanimous recommendation and details of the Scheme meeting and other matters relevant to Viralytics shareholders’ vote on the Scheme.

Indicative timetable

A number of expected key dates relevant to the proposed acquisition have been outlined below.

Key milestones				Date (AEDT)
Announcement of the proposed acquisition				February 21, 2018
First court hearing				April 23, 2018
Scheme booklet dispatched to Viralytics shareholders				April 27, 2018
Viralytics shareholder meeting to approve the scheme				May 28, 2018
Final court hearing				June 4, 2018
Implementation date				June 20, 2018

Advisors

Credit Suisse Securities (USA) LLC is serving as financial advisor to Merck, and Baker & McKenzie is serving as Merck’s legal counsel. Lazard is serving as financial advisor and McCullough Robertson is serving as legal counsel to Viralytics.

About CAVATAK

Viralytics is developing oncolytic immunotherapy treatments for a range of cancers. The company’s lead investigational product, CAVATAK®, is currently being studied in clinical trials for the treatment of melanoma, as well as bladder and lung cancers. CAVATAK is a proprietary formulation of the Coxsackievirus Type A21 (CVA21) that preferentially binds to specific ‘receptor’ proteins highly expressed on multiple cancer types. CAVATAK acts to kill both local and metastatic cancer cells through cell lysis and the potential generation of an immune response against the cancer cells – a two-pronged mechanism of action known as oncolytic immunotherapy.

About Viralytics Limited

Viralytics is focused on the development and commercialization of oncolytic immunotherapies that harness the power of specific viruses to preferentially infect and kill cancer cells. Based in Sydney Australia, the company is listed on the Australian Securities Exchange (ASX: VLA) while Viralytics’s ADRs also trade under VRACY on the US OTCQX International market. For more information, please visit www.viralytics.com.

Merck’s Focus on Cancer

Merck’s goal is to translate breakthrough science into innovative oncology medicines to help people with cancer worldwide. At Merck, helping people fight cancer is our passion and supporting accessibility to our cancer medicines is our commitment. Our focus is on pursuing research in immuno-oncology and we are accelerating every step in the journey – from lab to clinic – to potentially bring new hope to people with cancer.

As part of our focus on cancer, Merck is committed to exploring the potential of immuno-oncology with one of the fastest-growing development programs in the industry. We are currently executing an expansive research program evaluating our anti-PD-1 therapy across more than 30 tumor types. We also continue to strengthen our immuno-oncology portfolio through strategic acquisitions and are prioritizing the development of several promising immunotherapeutic candidates with the potential to improve the treatment of advanced cancers.

For more information about our oncology clinical trials, visit www.merck.com/clinicaltrials.

（来源：默沙东官网）

—— 延伸阅读 ——

知识就是力量！充实自我，谱写芳华！

欢迎联系我们！[e-mail]