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ONO Announces Agreement to Acquire Deciphera Pharmaceuticals

Wednesday, May 01, 2024

ONO Pharmaceutical, Co., Ltd. (TSE: 4528), with Gyo Sagara as Representative Director, Chairman of the Board, and Chief Executive Officer, and Deciphera Pharmaceuticals, Inc. (NASDAQ: DCPH), led by Chief Executive Officer Steven L. Hoerter, have announced a definitive merger agreement on April 29, 2024 (Japan time). This agreement entails ONO acquiring all outstanding shares of Deciphera common stock for US $25.60 per share in cash. This transaction, totaling approximately US $2.4 billion, assumes around 94.7 million outstanding shares of Deciphera common stock on a fully diluted basis. The acquisition offers a premium of 74.7% to Deciphera’s closing share price on April 26, 2024, and a premium of 68.8% to Deciphera’s 30-day volume weighted average price as of the same date. Both companies' Boards of Directors have unanimously approved the acquisition.

ONO, a Global Specialty Pharma company, aims to bolster its pipeline and hasten global development, including direct sales in the United States and Europe. It prioritizes research areas such as oncology, immunological diseases, central nervous system diseases, and specialty areas with high medical needs. The acquisition of Deciphera aligns with ONO's goals, as it brings in a partner with strong commercial capabilities in the United States and Europe and significant research and development expertise in cancer treatment. This merger enhances ONO's pipeline and accelerates its globalization efforts.

Deciphera specializes in discovering, developing, and commercializing innovative cancer medicines, particularly in kinase biology. Notable products include QINLOCK® (ripretinib), a KIT inhibitor approved in over 40 countries for the treatment of fourth-line gastrointestinal stromal tumor (GIST), and Vimseltinib, a CSF-1R inhibitor showing promising results in tenosynovial giant cell tumor (TGCT). With Deciphera's commercial operations in the United States and key European countries, ONO gains immediate access to revenue growth opportunities, especially with the potential approval of Vimseltinib. Moreover, ONO aims to leverage Deciphera's drug discovery capabilities to accelerate its oncology research and development efforts.

Gyo Sagara of ONO highlights the acquisition's potential to expand ONO's oncology portfolio, enhance its business in the United States and Europe, and strengthen kinase drug discovery research. Steven L. Hoerter of Deciphera emphasizes the shared commitment to improving cancer patients' lives and the significant value the transaction brings to all stakeholders, including shareholders, employees, and patients.

The acquisition involves a tender offer followed by a merger, with ONO acquiring all outstanding shares of Deciphera at US $25.60 per share in cash. The transaction is expected to close in the second quarter of ONO’s fiscal year 2024 (third calendar quarter of 2024), subject to customary closing conditions, including U.S. antitrust clearance and tendering of a majority of Deciphera’s outstanding shares of common stock.

ONO is assessing the financial impact of the acquisition and will provide updates as necessary.

QINLOCK® is approved for the treatment of adult patients with advanced gastrointestinal stromal tumor (GIST) who have received prior treatment with three or more kinase inhibitors. Vimseltinib, targeting tenosynovial giant cell tumor (TGCT), has shown promising results in clinical trials and received Fast Track designation from the FDA.

In conclusion, the acquisition of Deciphera by ONO marks a strategic move to strengthen ONO’s oncology portfolio, expand its global presence, and accelerate research and development efforts in cancer treatment.



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