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Gurnet Point Capital, Patient Square Capital agreed to pay up to $890 million for biotechnology

Radius Health, a maker of bone and cancer drugs, has agreed to be taken private in an acquisition worth up to $890 million, announcing Thursday a deal to merge with a subsidiary of two investment firms.

The firms, Gurnet Point Capital and Patient Square Capital, will pay $10 per Radius share as well as an additional $1 per share should sales of Radius’ principal drug, an osteoporosis medicine sold as Tymlos, surpass a certain threshold by 2025.

Including that potential payout, Radius shareholders would receive $547 million in cash through the acquisition, while Gurnet and Patient Square’s subsidiary will assume the biotech’s debt.

Radius, Gurnet and Patient Square expect the deal, which requires Radius shareholders to pledge their shares in support, to be completed by the third quarter, after which the biotech would become a private company.

The takeout is the result of a nine-month business review by Radius, in which the company contacted “multiple strategic partners.” Just this week, two minority shareholders pushed for changes at Radius, citing a “troubling track record of value destruction.”

Radius chairman Owen Hughes, on a conference call Thursday, said:

We are confident that this transaction delivers immediate value and liquidity to Radius shareholders in the context of a volatile market, and provides the clearest path forward for Radius.

The acquisition could signal that a monthslong biotech market downturn may be pushing companies to the negotiating table. Tumbling valuations have made it more difficult for biotechs to raise cash through equity offerings, leading dozens of companies to restructure. After an M&A dry spell, deals have begun to pick back up again, with several notable buyouts announced since April.

Radius, for one, has seen its shares trade at less than $10 apiece this year, their lowest levels since the company went public in 2014. In January, the company announced it would lay off 20% of its non-sales workforce, after a clinical setback for a wearable patch version of the drug contained in Tymlos.

“The market in our space is, and has been challenging, from an equity point of view,” said Radius CEO Kelly Martin, on Thursday’s call.

While the deal price represents a premium to recent lows, it’s a fraction of the value Radius was worth at its peak in early 2015, when shares traded for over $80 each. The additional $1 payout per share — structured as a tradeable security known as a contingent value right — might not be realized, either, as it’s dependent on sales of Tymlos reaching $300 million over a consecutive 12-month period before 2025. Sales totaled $43 million last quarter and are forecast by the company to reach $230 million this year.

Beyond Tymlos, Radius is developing a breast cancer medicine called elacestrant that’s one of a new generation of drugs known as selective estrogen receptor degraders, or SERDs. These drugs work by blocking hormone receptors that help tumors grow and have been shown to help patients whose disease progresses after initial treatment.

AstraZeneca won approval for the first SERD, a once-a-month injection known as fulvestrant or Faslodex, in 2002. While the medicine is widely used, it does have serious side effects. The new drugs, including elacestrant, are designed to be taken orally in hopes they will fight breast cancer while sparing patients some of the worst side effects seen with fulvestrant.

On Wednesday, Radius and partner Menarini Group disclosed they submitted an application to the Food and Drug Administration for approval of elacestrant in patients who have advanced breast cancer that’s classified as ER+/HER2-.

So far, Radius is the only company to report success for an oral SERD in a pivotal trial, finding its drug significantly reduced the risk of death or disease progression compared with the current standard of care, which in some cases was fulvestrant. The treatment succeeded in both the overall population and the roughly half of study participants with a tumor mutation known as ESR1.

The focus on the mutation may have been key, because those patients benefited the most from elacestrant. Rivals Roche and Sanofi in recent months reported study failures for their own oral SERDs and did not specifically target patients with ESR1. Eli Lilly and AstraZeneca, meanwhile, are still conducting trials on their candidates in the class.

As part of the companies’ original licensing agreement, Menarini will now take over responsibilities for overseeing commercialization and regulatory activities for elacestrant. The companies expected to submit an application in Europe in the second half of this year.


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