Type of information: Company acquisition
Acquired company: Sellas Life Sciences (Bermuda)
Acquiring company: Galena BioPharma (USA - OR)
- • On December 29, 2017, Sellas Life Sciences announced that the proposed merger of the businesses of Sellas Life Sciences and Galena Biopharma has closed effective, December 29, 2017, following approval by Galena’s stockholders. Upon completion of the merger, Galena was renamed Sellas Life Sciences Group, and now features a late-stage pipeline led by novel immunotherapies targeting a broad range of indications in hematologic and solid malignancies. Sellas. is expected to commence trading on the Nasdaq Capital Market on January 2, 2018, under the ticker symbol “SLS”.
- Following completion of the merger, the combined company will relocate its headquarters to New York City, and operate under the management team of Sellas.: Dr. Angelos M. Stergiou (Chief Executive Officer), Aleksey N. Krylov (Interim Chief Financial Officer), Dr. Nicolas J. Sarlis (Chief Medical Officer), and Dr. Gregory M. Torre (Chief Regulatory Officer). The Board of Directors now is led by Jane Wasman (Chair), along with Stephen F. Ghiglieri, Fabio Lopez, Dr. David A. Scheinberg, Dr. Angelos M. Stergiou, Robert L. Van Nostrand and John Varian.
- • On August 8, 2017, Galena Biopharma and SELLAS Life Sciences Group jointly announced they have entered into an all stock definitive merger agreement under which SELLAS will merge into and become an indirect, wholly-owned subsidiary of Galena. The combined company will be renamed SELLAS Life Science Group. The merger will result in a combined company focused on the development of novel treatments for cancer.
- On January 31, 2017 , Galena announced the initiation of a process to explore a range of strategic alternatives focused on maximizing shareholder value. After a thorough review of available alternatives, and extensive diligence and negotiation with Sellas, Galena’s board of directors unanimously approved to enter into a definitive merger agreement with Sellas. Under the terms of the merger agreement, existing Sellas shareholders will receive newly issued shares of Galena common stock. On a pro forma basis, assuming completion of the proposed merger, Galena stock and warrant holders are expected to own approximately 32.5%, and Sellas shareholders will own approximately 67.5% of the combined company.
- The transaction has also been unanimously approved by the Sellas board of directors and a majority of Sellas shareholders have agreed to vote in favor of the transaction. The proposed merger is expected to close in the fourth quarter of 2017, subject to the approval of Galena stockholders and other customary closing conditions. Galena’s financial advisor for the transaction is Canaccord Genuity and Galena’s legal counsel are Paul Hastings LLP and BeesMont Law Limited . Sellas’ financial advisor for the transaction is Guggenheim Securities , and Sellas’ legal counsels are Cooley LLP and Conyers Dill & Pearman.
- Angelos M. Stergiou, Chief Executive Officer of Sellas will become the Chief Executive Officer of the combined company. Upon completion of the merger, Galena’s board of directors will resign, and a new board of directors will be constituted consisting of seven members that will include five representatives appointed by Sellas, two of whom will be independent directors, and two representatives designated by Galena subject to Sellas’ approval. Sellas’ management team will manage the combined company.
- Upon closing of the transaction, the name of the combined company will become Sellas Life Sciences Group, Inc. and shares of the combined are expected to continue trading on the NASDAQ Capital Market under a new ticker symbol, SLS.
- The combined company will feature a late-stage pipeline led by novel immunotherapies targeting a broad range of indications in hematology and solid tumors. Sellas licenses the rights to its lead asset, galinpepimut-S, a novel WT1 antigen-targeting immunotherapy. The product is initially being developed for the treatment of acute myeloid leukemia and is Phase 3-ready in this setting. Sellas has also successfully completed a Phase 2 study of galinpepimut-S in malignant pleural mesothelioma, and its end-of-Phase 2 meetings with the FDA for galinpepimut-S in both indications. For both indications, Sellas has been granted orphan drug designation from the FDA and the European Medicines Agency (EMA) and been given FDA fast track status.
- In addition, SELLAS is currently conducting two Phase 2 trials of galinpepimut-Sin multiple myeloma, as well as a combination trial in ovarian cancer with nivolumab , and is currently preparing for additional combination trials for galinpepimut-S in combination with another checkpoint inhibitor. Galena’s lead immunotherapy program, NeuVax™ (nelipepimut-S), is currently in three, Phase 2, investigator-sponsored clinical trials in breast cancer, and these trials will remain ongoing.
- Galena’s other development programs, GALE-401, a controlled release version of anagrelide that is Phase 3-ready, and GALE-301/GALE-302, an earlier stage cancer immunotherapy program targeting folate binding protein, are currently being evaluated for potential internal development or strategic partnership.
Related: Cancer - Oncology