Japanese pharmaceutical company Otsuka, through its fully owned subsidiary, Otsuka America (OAI), has agreed to acquire US-based biotechnology company Jnana Therapeutics.
Under the terms of the agreement, Jnana shareholders will receive $800m upon closing, and up to $325m in development and regulatory milestones payments.
The Boards of Directors of both Otsuka and Jnana have approved the proposed acquisition.
The deal is expected to close in the third quarter of fiscal 2024, subject to the approval of Jnana’s shareholders and the satisfaction of conditions under US antitrust laws.
Upon closing, Jnana will operate as a fully owned subsidiary of Otsuka and will continue its research and development from its headquarters in Boston.
Otsuka intends to implement the acquisition by merging a special purpose company, formed for the acquisition purpose, into Jnana, with Jnana remaining as the surviving entity.
Otsuka Pharmaceutical president and representative director Makoto Inoue said: “I am gratified that Otsuka has entered into an agreement with Jnana.
“The addition of Jnana’s drug discovery technology and small molecule pipeline in PKU and autoimmune diseases will strengthen our R&D in the Boston area of the US.”
Jnana is a clinical-stage biotechnology company focused on developing advanced therapies to treat a wide range of diseases, including rare diseases and immune-mediated diseases.
The company leverages its next-generation RAPID chemoproteomics platform to discover medicines for highly validated targets to treat diseases with high unmet needs.
The RAPID platform leverages a high-throughput, binding-based screening approach that enables the discovery of binding sites and identification of small molecules.
Its lead programme, JNT-517, targets an allosteric site on the phenylalanine transporter SLC6A19, to offer a potential first-in-class oral approach for the treatment of PKU.
PKU is a rare inherited metabolic disorder characterised by the accumulation of phenylalanine in abnormally high levels in the blood.
In a Phase 1b/2 study, JNT-517 has been shown to be effective, well-tolerated, and safe.
Centerview Partners served as financial advisor and Latham & Watkins as legal advisor to Jnana on the transaction.
Jnana CEO and co-founder Joanne Kotz said: “This transaction recognises the Jnana team’s accomplishments since the founding of the company, which include creating RAPID – a world-class small molecule drug discovery platform.
“Leveraging our platform, the team discovered JNT-517, a potential first-in-class oral medicine for the treatment of PKU and has demonstrated positive clinical proof of concept for JNT-517 in individuals with PKU.
“We are excited to join Otsuka with our shared goal of developing transformative therapies for patients and look forward to advancing JNT-517 into a registrational study in 2025 and continuing to progress our pipeline of innovative oral medicines for autoimmune diseases.”
