Indian pharmaceutical company Sun Pharmaceutical has agreed to acquire US-based targeted oncology therapeutics maker Checkpoint Therapeutics for up to $355m.
Under the terms of the agreement, Sun Pharma will acquire all outstanding shares of Checkpoint for an upfront cash payment of $4.10 per share.
The consideration also includes a contingent value right (CVR) of up to $0.70 per share, subject to regulatory approval of cosibelimab in Europe.
The transaction also involves a royalty agreement with Checkpoint’s controlling shareholder Fortress Biotech, which provides Fortress with royalties from future sales of cosibelimab.
Checkpoint’s board formed a special committee to evaluate strategic alternatives, ultimately recommending the Sun Pharma acquisition as the best option.
The transaction is expected to close in the second quarter of 2025, pending regulatory and shareholder approvals.
The acquisition will enable Sun Pharma to enhance its portfolio in the oncology sector, particularly in the treatment of solid tumour cancers.
Sun Pharma chairman and managing director said: “Combining Unloxcyt, an FDA-approved anti-PD-L1 treatment for advanced cutaneous squamous cell carcinoma, with Sun Pharma’s global presence means patients with cSCC may soon have access to an important, new treatment option.
“The acquisition further bolsters our innovative portfolio in onco-derm therapy.”
Checkpoint Therapeutics is a clinical-stage immunotherapy and targeted oncology company which focuses on the acquisition, development, and commercialisation of novel cancer treatments.
Cosibelimab is a human immunoglobulin G1 (IgG1) monoclonal antibody that binds programmed death ligand-1 (PD-L1) and blocks interaction with its T cell receptors.
Checkpoint has received the US Food and Drug Administration (FDA) approval for the drug, for the treatment of advanced cutaneous squamous cell carcinoma (cSCC).
Barack Ferrazzano Kirschbaum & Nagelberg, Allen Overy Shearman Sterling US are acting as legal advisors to Sun Pharma on the transaction.
Locust Walk is serving as the exclusive financial advisor and lead financial advisor, and Alston & Bird is acting as a legal advisor to Checkpoint.
Cooley, and Morris, Nichols, and Arsht & Tunnell are serving as legal advisors to the Special Committee, while Kroll served as a financial advisor to the Special Committee.
Checkpoint president and CEO James Oliviero said: “I am proud of the dedication and passion of our team at Checkpoint that allowed us to achieve the first and only FDA-approved anti-PD-L1 treatment for patients with advanced cSCC.
“We are excited to enter this transaction with Sun Pharma as the next step to bringing Unloxcyt to cSCC patients in need of a differentiated immunotherapy treatment option.
“I believe this transaction will maximise value for our stockholders and provide accelerated access to Unloxcyt in the US, Europe and other markets worldwide.”
