Date: 2013-06-17
Type of information: Company acquisition
Acquired company: Aragon Pharmaceuticals (USA - CA)
Acquiring company: Johnson&Johnson (J&J) (USA - NJ)
Amount: up to $ 1 billion
Terms: * On June 17, 2013, Johnson & Johnson announced a definitive agreement to acquire Aragon Pharmaceuticals, a privately-held, pharmaceutical discovery and development company focused on drugs to treat hormonally-driven cancers. Under the terms of the agreement, Johnson & Johnson will make an upfront cash payment of $650 million, plus additional contingent payments of up to $350 million based on reaching predetermined milestones. The transaction is expected to close in the third quarter of 2013. Prior to closing, Aragon will spin off an independent, newly formed corporation called Seragon Pharmaceuticals, which will be focused primarily on Aragon's Selective Estrogen Receptor Degrader (SERD) platform, including ARN-810, its lead SERD currently being evaluated in a Phase I trial for ER+ metastatic breast cancer. Seragon will be based in San Diego, CA and will be financed by the current Aragon investors. It will retain members of the management team including, Richard Heyman, current Chief Executive Officer of Aragon, who will become Seragon's CEO. Johnson & Johnson will not have an ownership stake in the new company nor retain any rights to these products or programs. The closing is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, Aragon’s consummation of the spin-off of the newly created company, and other customary closing conditions. The boards of directors of both Johnson & Johnson and Aragon have approved the transaction. BofA Merrill Lynch served as exclusive financial advisor and Wilson Sonsini Goodrich & Rosati served as legal advisor to Aragon Pharmaceuticals in this transaction.
Details: The acquisition includes Aragon’s androgen receptor antagonist program. Aragon’s lead product candidate is a second generation androgen receptor signaling inhibitor, ARN-509, in Phase 2 development for castration resistant prostate cancer (CRPC). “The acquisition of Aragon further enhances our leadership in prostate cancer drug development. ARN-509 complements ZYTIGA® and provides the potential for exciting, novel approaches to treat prostate cancer patients,” said Peter F. Lebowitz, M.D., Ph.D., Global Therapeutic Area Head, Oncology for Janssen Research & Development, LLC. “Prostate cancer is one of our main areas of focus, and we are pleased to be adding ARN-509 to our portfolio.”
Related: Cancer - Oncology
