Acquisition includes HPN328, an
investigational delta-like ligand 3 (DLL3) targeting T-cell engager
being evaluated in certain patients with small cell lung cancer and
neuroendocrine tumors
Merck (NYSE: MRK), known as MSD outside of the United States and
Canada, and Harpoon Therapeutics, Inc. (Nasdaq: HARP) today
announced that the companies have entered into a definitive
agreement under which Merck, through a subsidiary, will acquire
Harpoon for $23.00 per share in cash for an approximate total
equity value of $680 million.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240108498651/en/
“At Merck, we continue to enhance our oncology pipeline through
strategic acquisitions that complement our current portfolio and
advance breakthrough science to help address the needs of people
with cancer worldwide,” said Dr. Dean Y. Li, president, Merck
Research Laboratories. “This agreement reflects the creativity and
commitment of scientists and clinical development teams at Harpoon.
We look forward to further evaluating HPN328 in innovative
combinations with other pipeline candidates.”
Harpoon has developed a portfolio of novel T-cell engagers that
employ the company’s proprietary Tri-specific T cell Activating
Construct (TriTAC®) platform, an engineered protein technology
designed to direct a patient’s own immune cells to kill tumor
cells, and ProTriTAC™ platform, applying a prodrug concept to its
TriTAC® platform to create a therapeutic T-cell engager that is
designed to remain inactive until it reaches the tumor.
“At Harpoon, we have always been committed to advancing our
cancer immunotherapy candidates to improve the lives of patients.
With Merck’s recognized leadership in oncology clinical development
and global commercial footprint, our lead candidate, HPN328, is
well positioned moving forward,” said Julie Eastland, president and
chief executive officer, Harpoon Therapeutics. “The talented,
passionate and dedicated Harpoon team has made great progress over
the past eight years in leveraging our research platform to develop
an innovative suite of candidates, and we are pleased that Merck
has recognized the significant potential of our pipeline. I want to
personally thank all of our key stakeholders, including our entire
team at Harpoon, trial participants, physicians and our
shareholders, who have supported us.”
Harpoon’s lead candidate, HPN328, is a T-cell engager targeting
delta-like ligand 3 (DLL3), an inhibitory canonical Notch ligand
that is expressed at high levels in small cell lung cancer (SCLC)
and neuroendocrine tumors. HPN328 is currently being evaluated in a
Phase 1/2 clinical trial (NCT04471727) evaluating the safety,
tolerability and pharmacokinetics of HPN328 monotherapy in patients
with advanced cancers associated with expression of DLL3. The study
is also evaluating HPN328 in combination with atezolizumab in
patients with SCLC. In October 2023, Harpoon announced the
presentation of positive interim tolerability and response data for
HPN328 in certain patients with SCLC and neuroendocrine tumors.
Additional pipeline candidates include HPN217 targeting B-cell
maturation antigen (BCMA), currently in Phase 1 clinical
development for the treatment of patients with relapsed/refractory
multiple myeloma, and several preclinical stage candidates,
including HPN601, a conditionally activated targeting epithelial
cell adhesion molecule (EpCAM) for the treatment of certain
patients with EpCAM expressing tumors.
Under the terms of the agreement, Merck, through a subsidiary,
will acquire all outstanding shares of Harpoon Therapeutics, Inc.
for a price per share of $23.00 in cash. The Board of Directors of
Harpoon has unanimously approved the transaction. Closing of the
acquisition is subject to certain conditions, including approval of
the merger by Harpoon’s stockholders, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, and
other customary conditions. The transaction is expected to close in
the first half of 2024 and will be accounted for as an asset
acquisition. Merck expects to record a charge (non-tax deductible)
of approximately $650 million, or approximately $0.26 per share,
that will be included in non-GAAP results in the quarter that the
transaction closes.
Advisors
Evercore Group L.L.C. acted as financial advisor to Merck in
this transaction and Covington & Burling LLP acted as its legal
advisor. Centerview Partners LLC acted as financial advisor to
Harpoon and Goodwin Procter LLP acted as its legal advisor.
About HPN328
HPN328 targets delta-like ligand 3 (DLL3), an inhibitory
canonical Notch ligand. HPN328 uses Harpoon’s proprietary
Tri-specific T cell Activating Construct (TriTAC®) platform that is
designed to recruit a patient’s own immune cells to kill tumor
cells. HPN328 is being evaluated as monotherapy and in combination
in an ongoing open-label, multicenter two-part study (NCT04471727)
to assess the safety, tolerability, and pharmacokinetics in
patients with certain advanced cancers associated with expression
of DLL3.
In March 2022, the U.S. Food and Drug Administration (FDA)
granted Orphan Drug Designation to HPN328 for the treatment of
small cell lung cancer.
About TriTACs
TriTACs are novel investigational T-cell-engaging therapeutic
proteins optimized for the treatment of solid tumors. TriTACs have
an extended serum half-life and may be manufactured using routine
biologic techniques.
Merck’s focus on cancer
Our goal is to translate breakthrough science into innovative
oncology medicines to help people with cancer worldwide. At Merck,
the potential to bring new hope to people with cancer drives our
purpose and supporting accessibility to our cancer medicines is our
commitment. As part of our focus on cancer, Merck is committed to
exploring the potential of immuno-oncology with one of the largest
development programs in the industry across more than 30 tumor
types. We also continue to strengthen our portfolio through
strategic acquisitions and are prioritizing the development of
several promising oncology candidates with the potential to improve
the treatment of advanced cancers. For more information about our
oncology clinical trials, visit www.merck.com/clinicaltrials.
About Harpoon Therapeutics
Harpoon Therapeutics is a clinical-stage immunotherapy company
developing a novel class of T-cell engagers designed to harness the
power of the body’s immune system to treat patients suffering from
cancer and other diseases. T-cell engagers are engineered proteins
that direct a patient’s own T-cells to kill target cells that
express specific proteins, or antigens, carried by the target
cells. Using its proprietary Tri-specific T cell Activating
Construct (TriTAC®) platform, Harpoon is developing a pipeline of
novel TriTACs initially focused on the treatment of certain types
of solid tumors and hematologic malignancies. Harpoon has also
developed a proprietary ProTriTAC™ platform, which applies a
prodrug concept to its TriTAC platform to create a therapeutic
T-cell engager that is designed to remain inactive until it reaches
the tumor. Harpoon’s third proprietary technology platform,
extended release TriTAC-XR, is designed to mitigate cytokine
release syndrome. For additional information about Harpoon
Therapeutics, please visit www.harpoontx.com.
About Merck
At Merck, known as MSD outside of the United States and Canada,
we are unified around our purpose: We use the power of leading-edge
science to save and improve lives around the world. For more than
130 years, we have brought hope to humanity through the development
of important medicines and vaccines. We aspire to be the premier
research-intensive biopharmaceutical company in the world - and
today, we are at the forefront of research to deliver innovative
health solutions that advance the prevention and treatment of
diseases in people and animals. We foster a diverse and inclusive
global workforce and operate responsibly every day to enable a
safe, sustainable and healthy future for all people and
communities. For more information, visit www.merck.com and connect
with us on X (formerly Twitter), Facebook, Instagram, YouTube and
LinkedIn.
Additional Information and Where to Find it
In connection with the proposed transaction between Harpoon and
Merck, Harpoon will file with the Securities and Exchange
Commission (SEC) a proxy statement on Schedule 14A relating to a
special meeting of its stockholders. Additionally, Harpoon may file
other relevant materials with the SEC in connection with the
proposed transaction. Investors and securityholders of Harpoon are
urged to read the proxy statement and any other relevant materials
filed or that will be filed with the SEC, as well as any amendments
or supplements to these materials and documents incorporated by
reference therein, carefully and in their entirety when they become
available because they contain or will contain important
information about the proposed transaction and related matters. The
definitive version of the proxy statement will be mailed or
otherwise made available to Harpoon’s securityholders. Investors
and securityholders will be able to obtain a copy of the proxy
statement (when it is available) as well as other filings
containing information about the proposed transaction that are
filed by Harpoon or Merck with the SEC, free of charge on EDGAR at
www.sec.gov, on the investor relations page of Harpoon’s website at
ir.harpoontx.com/investors, by contacting Harpoon’s investor
relations department at investors@harpoontx.com, or on Merck’s
website at www.merck.com.
Participants in the Solicitation
Harpoon, Merck and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Harpoon in respect of the proposed
transaction and any other matters to be voted on at the special
meeting. Information about Harpoon’s directors and executive
officers, including a description of their direct interests, by
security holdings or otherwise, will be included in the proxy
statement (when available). Information about Merck and its
directors and executive officers can be found in Merck’s proxy
statement filed on April 3, 2023 and Merck’s other filings with the
SEC available at the SEC’s Internet site (www.sec.gov), including
any statements of beneficial ownership on Form 3 or Form 4 filed
with the SEC after such proxy statement. Harpoon stockholders may
obtain additional information regarding the direct and indirect
interests of the participants in the solicitation of proxies in
connection with the proposed transaction, including the interests
of Harpoon directors and executive officers in the proposed
transaction, which may be different than those of Harpoon
stockholders generally, by reading the proxy statement and any
other relevant documents that are filed or will be filed with the
SEC relating to the proposed transaction. You may obtain free
copies of these document using the sources indicated above.
Forward-Looking Statement of Merck & Co., Inc., Rahway,
N.J., USA
This news release of Merck & Co., Inc., Rahway, N.J., USA
includes statements that are not statements of historical fact, or
“forward-looking statements,” including with respect to Merck’s
proposed acquisition of Harpoon, and readers are cautioned not to
place undue reliance on such statements. Such forward-looking
statements include, but are not limited to, the ability of Merck
and Harpoon to complete the transactions contemplated by the merger
agreement, including the parties’ ability to satisfy the conditions
to the consummation of the merger contemplated thereby, statements
about the expected timetable for completing the transaction,
Merck’s and Harpoon’s beliefs and expectations and statements about
the benefits sought to be achieved in Merck’s proposed acquisition
of Harpoon, the potential effects of the acquisition on both Merck
and Harpoon, the possibility of any termination of the merger
agreement, as well as the expected benefits and success of
Harpoon’s product candidates. These statements are based upon the
current beliefs and expectations of Merck’s management and are
subject to significant risks and uncertainties. There can be no
guarantees that the conditions to the closing of the proposed
transaction will be satisfied on the expected timetable or at all,
or that any product candidates will receive the necessary
regulatory approvals or prove to be commercially successful. If
underlying assumptions prove inaccurate or risks or uncertainties
materialize, actual results may differ materially from those set
forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to,
uncertainties as to the timing of the merger; the risk that
competing offers or acquisition proposals will be made; the
possibility that various conditions to the consummation of the
merger contained in the merger agreement may not be satisfied or
waived (including the failure to obtain the requisite vote by
Harpoon’s stockholders); the effects of disruption from the
transactions contemplated by the merger agreement and the impact of
the announcement and pendency of the transactions on Harpoon’s
business; the risk that stockholder litigation in connection with
the merger may result in significant costs of defense,
indemnification and liability; general industry conditions and
competition; general economic factors, including interest rate and
currency exchange rate fluctuations; the impact of pharmaceutical
industry regulation and health care legislation in the United
States and internationally; global trends toward health care cost
containment; technological advances, new products and patents
attained by competitors; challenges inherent in new product
development, including obtaining regulatory approval; Merck’s
ability to accurately predict future market conditions;
manufacturing difficulties or delays; financial instability of
international economies and sovereign risk; dependence on the
effectiveness of Merck’s patents and other protections for
innovative products; and the exposure to litigation, including
patent litigation, and/or regulatory actions.
Merck undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Additional factors that could cause results to differ materially
from those described in the forward-looking statements can be found
in Merck’s 2022 Annual Report on Form 10-K and Merck’s other
filings with the Securities and Exchange Commission (SEC) available
at the SEC’s Internet site (www.sec.gov).
Forward-Looking Statements of Harpoon Therapeutics
Any statements in this press release about Harpoon’s future
expectations, plans and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are
subject to risks and uncertainties and actual results may differ
materially from those expressed or implied by such forward-looking
statements. Such statements include, but are not limited to,
statements about Merck’s proposed acquisition of Harpoon, the
ability of Merck and Harpoon to complete the transactions
contemplated by the merger agreement, including the parties’
ability to satisfy the conditions to the consummation of the merger
contemplated thereby and the other conditions set forth in the
merger agreement, statements about the expected timetable for
completing the transaction, Merck’s and Harpoon’s beliefs and
expectations and statements about the benefits sought to be
achieved in Merck’s proposed acquisition of Harpoon, the potential
effects of the acquisition on Harpoon, the possibility of any
termination of the merger agreement, as well as the expected
benefits and success of Harpoon’s product candidates, and other
statements containing the words “anticipates,” “believes,”
“continue,” “expects,” “intends,” “look forward,” “plans,”
“toward,” “will” and similar expressions. You should not place
undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties, and assumptions that are
difficult or impossible to predict and, in some cases, beyond
Harpoon’s control. These forward-looking statements are based upon
Harpoon’s current expectations and involve assumptions that may
never materialize or may prove to be incorrect. Actual results and
the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of various risks and
uncertainties. Such risks and uncertainties include, without
limitation, (i) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; (ii) the satisfaction (or waiver) of closing conditions
to the consummation of the proposed transaction, including the
receipt of required regulatory approval and the requisite approval
of Harpoon’s stockholders; (iii) the effects of disruption from the
proposed transaction contemplated by the merger agreement and the
impact of the announcement and pendency of the proposed transaction
on Harpoon’s business; (iv) the effects of the proposed transaction
on relationships with employees, other business partners or
governmental entities; (v) the response of competitors to the
proposed transaction; (vi) risks associated with the disruption of
management’s attention from ongoing business operations due to the
proposed transaction; (vii) the ability of the parties to
consummate the proposed transaction in a timely manner or at all;
(viii) significant costs associated with the proposed transaction;
(ix) potential litigation relating to the proposed transaction; (x)
restrictions during the pendency of the proposed transaction that
may impact Harpoon’s ability to pursue certain business
opportunities; (xi) risks related to the advancement of product
candidates into, and successful completion of, preclinical studies
and clinical trials; (xii) risks and uncertainties related to
regulatory application, review and approval processes and Harpoon’s
compliance with applicable legal and regulatory requirements;
(xiii) general industry conditions and competition; and (xiv)
general economic factors. These and other risks are described in
additional detail in Harpoon’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2023 and Harpoon’s other
filings with the U.S. Securities and Exchange Commission (SEC),
available on the SEC’s website at www.sec.gov. All forward-looking
statements contained in this press release speak only as of the
date hereof, and Harpoon specifically disclaims any obligation to
update any forward-looking statement, whether because of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240108498651/en/
Merck Investors: Peter Dannenbaum (732) 594-1579
Merck Media: Robert Josephson (203) 914-2372
Harpoon Investors & Media: Ana Kapor
akapor@harpoontx.com
Harpoon Therapeutics (NASDAQ:HARP)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Harpoon Therapeutics (NASDAQ:HARP)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
