Mergers and Acquisitions

Date: 2017-05-03

Type of information: Company acquisition

Acquired company: MiNA Therapeutics (UK)

Acquiring company: Sosei (Japan)

Amount: £ 175 million

Terms: • On May 3, 2017, Sosei Group and MiNA Therapeutics announced that the companies have entered into a definitive agreement under which Sosei will make an investment in and acquire an exclusive option to potentially acquire MiNA Therapeutics, a private UK biopharmaceutical company and pioneer in RNA activation therapeutics (small activating RNAs, saRNAs). Sosei will make an upfront strategic investment of £ 35 million into MiNA Therapeutics in return for a 25.6% equity share and an exclusive option to potentially acquire further defined stakes and potentially 100% of MiNA for a further £ 140 million. Phased options will be based on achievement of clinical milestones of MiNA’s Phase1/2a OUTREACH study with MTL-CEBPA in advanced liver cancer. In addition, and should Sosei fully exercise its option, MiNA shareholders could receive up to a further £ 240 million. This amount is contingent on the successful achievement of development and regulatory milestones and includes significant potential royalties from the successful commercialisation of products emanating from MiNA’s RNA activation platform. The exercise of future options in relation to the MiNA agreement is dependent on the achievement and evaluation of certain clinical milestones in the OUTREACH study, which are expected to occur within the next 12-18 months. The milestones are intended to provide a more extensive and robust clinical data set on MTL-CEBPA in HCC and greater clarity on the clinical potential of the candidate in this indication. In this agreement, MiNA Therapeutics was advised by Ferghana Partners and Taylor Wessing. Sosei Group Corporation has been advised by Clifford Chance.

Details: MiNA will continue to develop further and enhance its RNA activation platform and build its pipeline of novel saRNA therapeutics targeting multiple indications Sosei has entered this structured agreement following an extensive assessment and evaluation of the potential of MiNA’s lead clinical-stage saRNA asset MTL-CEBPA for treating patients with advanced liver cancer (hepatocellular carcinoma, HCC), and more broadly for restoring liver function in other major progressive liver diseases. MTL-CEBPA is currently under evaluation in OUTREACH, a first-in-human Phase 1/2a study in patients with HCC, a disease with clear unmet medical needs based on the low response rates, high recurrence rates and sub-optimal safety profiles of existing treatments. Important clinical read-outs from OUTREACH are expected during 2018.

Related: Cancer - Oncology

Is general: Yes