Date: 2015-12-08
Type of information: Company acquisition
Acquired company: Cardioxyl Pharmaceutical (USA - NC)
Acquiring company: BMS (USA - NY)
Amount: up to 2.075 billion
Terms: * On December 8, 2015, BMS announced that it has completed the previously announced planned acquisition of Cardioxyl Pharmaceuticals. * On November 2, 2015, BMS and Cardioxyl Pharmaceuticals announced that the companies have signed a definitive agreement under which BMS will acquire all of the issued and outstanding capital stock of Cardioxyl, a private biotechnology company focused on the discovery and development of novel therapeutic agents for the treatment of cardiovascular disease. The acquisition will give BMS full rights to Cardioxyl’s lead asset CXL-1427, a novel nitroxyl (HNO) donor (prodrug) in Phase 2 clinical development as an intravenous treatment for acute decompensated heart failure (ADHF). The transaction includes upfront and near-term milestone payments of up to $300 million and potential additional consideration of up to $1.775 billion upon the achievement of certain development, regulatory and sales milestones. The transaction, which is expected to be dilutive to 2015 GAAP EPS by approximately $0.12, with minimal dilution to non-GAAP EPS in both 2015 and 2016, has been approved by the boards of directors of both companies. BMS and Cardioxyl anticipate the transaction will close during the fourth quarter of 2015. Closing of the transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
Details: Cardioxyl Pharmaceuticals is focused on the discovery and development of new classes of safe and effective therapeutic agents for the treatment of cardiovascular disease. Cardioxyl has developed industry-leading expertise in the chemistry, biology and clinical applications of nitroxyl (HNO) technology. The company’s core HNO platform has generated several pre-clinical and clinical candidates. Its lead product, CXL-1427, is a novel, improved second-generation prodrug that breaks down chemically to produce nitroxyl (HNO) and an inactive byproduct following intravenous administration. In extensive pre-clinical testing and in a Phase IIa human proof of concept study with Cardioxyl’s first-generation prodrug, HNO was shown to produce a unique and very attractive hemodynamic profile. The novel combination of effects produced by Cardioxyl’s HNO prodrugs distinguishes them from other therapies used in the treatment of congestive heart failure and provides a strong rationale for continuing the development of this important new class of drugs. Cardioxyl is a privately held company financed by life science venture investors, including New Enterprise Associates, OrbiMed, Aurora Funds and Osage University Partners.
Related: Cardiovascular diseases
