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Roche has agreed to acquire Ignyta, an oncology company specializing in precision medicines, in an all-cash transaction valued at $1.7 billion.
Roche announced on Dec. 22, 2017 that it has agreed to fully acquire Ignyta, a San Diego, CA-based oncology company focused on precision medicine aiming to test, identify, and treat cancers with specific rare mutations, at a price of $27.00 per share in an all-cash transaction, or a total transaction value of $1.7 billion on a fully diluted basis. The merger agreement was unanimously approved by the boards of Ignyta and Roche.
Under the merger agreement, Roche will promptly commence a tender offer to acquire all outstanding shares of Ignyta common stock. Ignyta will file a recommendation statement that contains the unanimous recommendation of the company’s board for Ignyta’s shareholders to tender their shares to Roche. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.
Following completion of the tender offer, Roche will acquire all remaining shares at $27.00 per share through a second-step merger. The closing of the transaction is expected to take place in the first half of 2018. The price represents a premium of 74% to Ignyta’s closing price on Dec. 21, 2017 and a premium of 71% and 89% to Ignyta’s 30-day and 90-day volume weighted average share price on that same date, respectively.
With the acquisition, Roche gains Ignyta’s lead molecule, entrectinib, an orally bioavailable, central nervous system-active tyrosine kinase inhibitor being developed for tumors that harbor ROS1 or NTRK gene fusions. An ongoing Phase II clinical trial will support, if successful, dual new drug application submissions. Entrectinib targets tumors with one of two genetically-defined gene rearrangements: ROS1 fusions in non-small cell lung cancer and NTRK fusions across a broad range of solid tumors.
Ignyta will continue its operations in San Diego and be responsible for the ongoing Phase II study.
“Ignyta has been singularly focused on developing precisely targeted therapeutics guided by diagnostics for patients with rare cancers. We are excited that Roche, the global leader in both oncology and personalized healthcare, recognizes this powerful approach and shares our passion for advancing entrectinib for the benefit of patients,” said Jonathan E. Lim, Ignyta’s chairman, CEO, and co-founder, in a company press release.