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MSD acquires Pandion Therapeutics in $1.85bn deal

Published on 26/02/21 at 10:17am

MSD, known as Merck in the United States and Canada, has announced that it will acquire clinical-stage biotechnology company Pandion Therapeutics for $60 per share in cash, or approximately $1.85 billion.

Pandion is advancing a pipeline of precision immune modulators targeting critical immune control nodes. The company’s lead candidate, PT101, is an engineered IL-2 mutein fused to a protein backbone designed to selectively activate and expand regulatory T cells for the potential treatment of ulcerative colitis and other autoimmune diseases.

Earlier this year, Pandion announced that PT101 had completed a Phase Ia clinical trial, which achieved its primary objective of safety and tolerability. The company’s pipeline also includes PD-1 agonists in development for numerous autoimmune diseases.

Under the acquisition agreement, MSD, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Pandion. 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 Pandion’s shares of fully-diluted common stock, 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, MSD’s acquisition subsidiary will be merged into Pandion, and any remaining shares of common stock of Pandion will be cancelled and converted into the right to receive the same $60 per share price payable in the tender offer. The transaction is expected to close in the first half of this year.

Dr Rahul Kakkar, CEO of Pandion Therapeutics, commented: “Pandion grew out of our founders’ personal and scientific mission to change the way patients living with autoimmune diseases are treated. In just a few years, we have taken that mission from idea to clinical proof of mechanism with PT101, our lead IL-2 mutein.

“We are proud that Merck has recognised our team’s innovation and drive in creating a pipeline of diverse candidates that activate natural immune regulatory mechanisms and thereby have the potential to achieve better clinical responses for patients. We believe Merck is well positioned to bring our novel approach to the millions of those living with autoimmune diseases, and we look forward to seeing these molecules progress in the clinic.”

Darcy Jimenez

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