– Acquisition to Accelerate and Expand Novo
Nordisk Development of RNAi Therapeutics Using Dicerna’s
Proprietary GalXC™ Technology Platform –
Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) today announced
that it has entered into a definitive agreement with Novo Nordisk
under which Novo Nordisk will acquire Dicerna, a biopharmaceutical
company focused on the development of investigational ribonucleic
acid interference (RNAi) therapeutics, for $38.25 per share in
cash, which represents a total equity value of $3.3 billion and a
premium of 80% to Dicerna’s closing price on November 17, 2021. The
transaction was unanimously approved by the Dicerna Board of
Directors and the Board of Directors of Novo Nordisk.
Novo Nordisk and Dicerna have been parties to a research
collaboration since 2019 to discover and develop RNAi therapies
using Dicerna’s proprietary GalXC™ RNAi platform technology. The
collaboration between Novo Nordisk and Dicerna encompassed the
exploration of more than 30 liver cell targets with the potential
to deliver multiple clinical candidates for disorders including
chronic liver disease, non-alcoholic steatohepatitis (NASH), type 2
diabetes, obesity and rare diseases. Novo Nordisk expects to
initiate clinical development of the first investigational RNAi
therapeutic to emerge from this collaboration in 2022.
Dicerna’s RNAi technology platform enables access to
intracellular disease targets across hepatic and extrahepatic cell
and tissue types, complementing Novo Nordisk’s existing technology
platforms. This acquisition supports Novo Nordisk’s strategy of
developing and applying a broad range of technology platforms
across all Novo Nordisk therapeutic areas.
“The acquisition of Dicerna accelerates Novo Nordisk’s research
within RNAi and expands the usage of the RNAi technology,” said
Marcus Schindler, Executive Vice President and Chief Scientific
Officer of Novo Nordisk. “We build on our successful collaboration
and by combining Dicerna’s state-of-the-art RNAi drug engine and
intracellular delivery with our deep capabilities in disease
biology understanding and tissue targeting through peptides and
proteins we have the potential to expand our pipeline and deliver
life-changing precision medicines for people living with chronic
diseases such as diabetes, obesity, cardiovascular disease and
NASH, as well as rare diseases like endocrine disorders and
bleeding disorders.”
“Since the start of our collaboration two years ago, the Dicerna
and Novo Nordisk teams have established a strong rapport built on a
foundation of mutual respect for one another’s capabilities,
culture and expertise,” said Douglas Fambrough, Ph.D., Founder,
President and Chief Executive Officer of Dicerna. “The combination
of Dicerna’s expertise in RNAi and oligonucleotide therapeutics and
highly skilled employees with Novo Nordisk’s industry leadership in
developing and commercializing medicines to treat serious chronic
diseases, has the potential to significantly accelerate and expand
our mission to deliver GalXC RNAi therapies for the benefit of
patients and all our stakeholders.”
Under the terms of the agreement, Novo Nordisk, through a
subsidiary, will initiate a tender offer to acquire all outstanding
shares of Dicerna common stock at a price of $38.25 per share in
cash. The closing of the tender offer will be subject to certain
conditions, including the tender of shares representing at least a
majority of the total number of Dicerna’s outstanding shares, the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary conditions. Upon the
successful completion of the tender offer, Novo Nordisk’s
acquisition subsidiary will be merged into Dicerna, and any
remaining shares of common stock of Dicerna will be cancelled and
converted into the right to receive the same $38.25 per share price
payable in the tender offer. The transaction is expected to close
in the fourth quarter of 2021.
Novo Nordisk is represented by Evercore as exclusive financial
advisor and Davis Polk & Wardwell LLP as legal advisor. For
Dicerna, Centerview Partners LLC is acting as lead financial
advisor, SVB Leerink is acting as financial advisor, and Skadden,
Arps, Slate, Meagher & Flom LLP and Goodwin Procter LLP are
acting as legal advisors.
About Dicerna
Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) is a
biopharmaceutical company focused on discovering, developing and
commercializing medicines that are designed to leverage ribonucleic
acid interference (RNAi) to silence selectively genes that cause or
contribute to disease. Using our proprietary GalXC™ and GalXC-Plus™
RNAi technologies, Dicerna is committed to developing RNAi-based
therapies with the potential to treat both rare and more prevalent
diseases. By silencing disease-causing genes, Dicerna’s GalXC
platform has the potential to address conditions that are difficult
to treat with other modalities. Initially focused on
disease-causing genes in the liver, Dicerna has continued to
innovate and is exploring new applications of its RNAi technology
with GalXC-Plus, which expands on the functionality and application
of our flagship liver-targeted GalXC technology to tissues and cell
types outside the liver, and has the potential to treat diseases
across multiple therapeutic areas. In addition to our own pipeline
of core discovery and clinical candidates, Dicerna has established
collaborative relationships with some of the world’s leading
pharmaceutical companies, including Novo Nordisk A/S, Roche, Eli
Lilly and Company, Alexion Pharmaceuticals, Inc., Boehringer
Ingelheim International GmbH and Alnylam Pharmaceuticals, Inc.
Between Dicerna and our collaborative partners, we currently have
more than 20 active discovery, preclinical or clinical programs
focused on cardiometabolic, viral, chronic liver and
complement-mediated diseases, as well as neurodegenerative diseases
and pain. At Dicerna, our mission is to interfere – to silence
genes, to fight disease, to restore health. For more information,
please visit www.Dicerna.com.
About RNAi and the GalXC™ and the GalXC-Plus™
Platforms
Ribonucleic acid interference, or RNAi, provides a unique
advantage to other disease inhibitor technologies, like
small-molecule pharmaceuticals or monoclonal antibodies. Instead of
targeting proteins after they have been produced and released, RNAi
silences the genes themselves via the specific destruction of the
messenger RNA (mRNA) made from the gene. Rather than seeking to
inhibit a protein, the RNAi approach can prevent a disease-causing
protein’s creation, directly impacting disease manifestation.
Dicerna’s proprietary GalXC™ RNAi platform aims to advance the
development of next-generation RNAi-based therapies.
Investigational therapeutics developed using our flagship GalXC
technology utilize a proprietary N-acetyl-D-galactosamine
(GalNAc)-mediated structure of double-stranded RNA molecules that
are designed to bind specifically to receptors on liver cells,
leading to selective hepatocyte internalization and access to the
RNAi machinery within the cells. Dicerna is continuously innovating
and exploring new applications of RNAi technology beyond
GalNAc-mediated delivery to the liver, including alternative RNA
structures and fully synthetic ligands that target other tissues
and cell types and enable new therapeutic applications, referred to
as GalXC-Plus™.
About Novo Nordisk
Novo Nordisk is a leading global healthcare company, founded in
1923 and headquartered in Denmark. Our purpose is to drive change
to defeat diabetes and other serious chronic diseases such as
obesity and rare blood and endocrine disorders. We do so by
pioneering scientific breakthroughs, expanding access to our
medicines and working to prevent and ultimately cure disease. Novo
Nordisk employs about 47,000 people in 80 countries and markets its
products in around 170 countries. Novo Nordisk's B shares are
listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the
New York Stock Exchange (NVO). For more information, visit
novonordisk.com, Facebook, Twitter, LinkedIn, YouTube.
Notice to Investors and Security Holders
The tender offer referred to in this communication has not yet
commenced. The description contained in this communication is
neither an offer to purchase nor a solicitation of an offer to sell
any securities, nor is it a substitute for the tender offer
materials that Novo Nordisk A/S, a Danish aktieselskab (together
with its subsidiaries, “Novo”) will file with the Securities and
Exchange Commission (the “SEC”). The solicitation and offer to buy
shares of common stock (the “Shares”) of Dicerna Pharmaceuticals,
Inc. (together with its subsidiaries, “Dicerna”) will only be made
pursuant to an offer to purchase and related tender offer
materials. At the time the tender offer is commenced, Novo will
file a tender offer statement on Schedule TO and thereafter Dicerna
will file a solicitation/recommendation statement on Schedule 14D-9
with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. The offer to purchase, the related letter of transmittal
and the solicitation/recommendation statement will be made
available for free at the SEC’s website at www.sec.gov. Additional
copies may be obtained for free by contacting Dicerna. Copies of
the documents filed with the SEC by Dicerna will be available free
of charge on Dicerna’s internet website at
https://investors.dicerna.com/investor-relations or by contacting
Dicerna’s investor relations contact at +1 617-514-2275. Copies of
the documents filed with the SEC by Novo can be obtained, when
filed, free of charge by directing a request to the Information
Agent for the tender offer which will be named in the tender offer
materials.
In addition to the offer to purchase, the related letter of
transmittal and certain other tender offer documents to be filed by
Novo, as well as the solicitation/recommendation statement to be
filed by Dicerna, Dicerna will also file annual, quarterly and
current reports with the SEC. Dicerna’s filings with the SEC are
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
The information contained in this communication is as of
November 18, 2021. Dicerna assumes no obligation to update
forward-looking statements contained in this communication as the
result of new information or future events or developments, except
as may be required by law.
This communication contains forward-looking information related
to Dicerna and the proposed acquisition of Dicerna that involves
substantial risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statements. Forward-looking statements in this communication
include, among other things, statements about the potential
benefits of the proposed acquisition; the parties’ ability to
satisfy the conditions to the consummation of the tender offer and
the other conditions to the consummation of the acquisition;
statements about the expected timetable for completing the
transaction; Dicerna’s plans, objectives, expectations and
intentions, the financial condition, results of operations and
business of Dicerna, Dicerna’s product candidates and Dicerna’s
GalXC™ and GalXC-Plus™ RNAi technologies and the anticipated timing
of closing of the proposed acquisition.
Risks and uncertainties include, among other things, risks
related to the satisfaction or waiver of the conditions to closing
the proposed acquisition (including the failure to obtain necessary
regulatory approval) in the anticipated timeframe or at all;
uncertainties as to how many of Dicerna’s stockholders will tender
their shares of Dicerna common stock in the tender offer and the
possibility that the acquisition does not close; the possibility
that competing offers may be made; risks related to obtaining the
requisite consents to the acquisition, including, without
limitation, the timing (including possible delays) and receipt of
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended; disruption from the transaction making it more
difficult to maintain business and operational relationships;
significant transaction costs; the risks and uncertainties inherent
in research and development, including risks associated with
Dicerna’s ability to obtain and maintain necessary approvals from
the FDA and other regulatory authorities; initiate preclinical
studies and clinical trials of its product candidates; advance its
product candidates in preclinical research and clinical trials;
replicate in clinical trials positive results found in preclinical
studies; advance the development of its product candidates under
the timelines it anticipates in current and future clinical trials;
obtain, maintain or protect intellectual property rights related to
its product candidates; manage expenses; and raise the substantial
additional capital needed to achieve its business objectives.
Further descriptions of risks and uncertainties relating to
Dicerna can be found in Dicerna’s Registration Statement on Form
S-1, as amended, Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021, and subsequent Current Reports on
Form 8-K, all of which are filed with the SEC and available at
www.sec.gov and
https://investors.dicerna.com/investor-relations.
These forward-looking statements are based on numerous
assumptions and assessments made by Dicerna in light of its
experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and
other factors it believes are appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. Although it is
believed that the expectations reflected in the forward-looking
statements in this communication are reasonable, no assurance can
be given that such expectations will prove to have been correct and
persons reading this communication are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211118005644/en/
Media: Amy Trevvett +1 617-612-6253 atrevvett@dicerna.com
Investors: Kristen K. Sheppard, Esq. +1 617-514-2275
ksheppard@dicerna.com
Dicerna Pharmaceuticals (NASDAQ:DRNA)
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부터 10월(10) 2024 으로 11월(11) 2024
Dicerna Pharmaceuticals (NASDAQ:DRNA)
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부터 11월(11) 2023 으로 11월(11) 2024
