Sanofi Will Buy Inhibrx for up to $2.2b to Advance Inflammation Drug Pipeline

Sanofi and Inhibrx, Inc. (“Inhibrx”), a publicly traded clinical-stage biopharmaceutical company focused on developing a broad pipeline of novel biologic therapeutic candidates, announced January 23rd having entered into a definitive agreement under which Sanofi has agreed to acquire Inhibrx following the spin-off of non-INBRX-101 assets into New Inhibrx. 

Lazard is acting as exclusive financial advisor to Sanofi

The acquisition supports Sanofi’s portfolio growth strategy and complements 30-year heritage in rare diseases and proven industry leadership in immunology and inflammation. For each Inhibrx share, Inhibrx shareholders will receive $30.0 in cash, a contingent value right (CVR) of $5.0 and 0.25 shares of a new publicly traded company that will retain Inhibrx’s non-INBRX-101 assets (“New Inhibrx”). Lazard is acting as exclusive financial advisor to Sanofi and Weil, Gotshal & Manges LLP is acting as its legal counsel. Centerview Partners LLC is acting as exclusive financial advisor to Inhibrx and Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as legal counsel.

INBRX-101 may reduce inflammation and prevent further deterioration of lung function

INBRX-101 is a human recombinant protein that holds the promise of allowing Alpha-1 Antitrypsin Deficiency (AATD) patients to achieve normalization of serum AAT levels with less frequent (monthly vs. weekly) dosing. AATD is an inherited rare disease characterized by low levels of AAT protein, predominantly affecting the lung with progressive deterioration of the tissue. INBRX-101 may help to reduce inflammation and prevent further deterioration of lung function in affected individuals.

The transaction was unanimously approved by both the Sanofi and Inhibrx Boards of Directors.
“The addition of INBRX-101 as a high potential asset to our rare disease portfolio reinforces our strategy to commit to differentiated and potential best-in-class products. With our expertise in rare diseases and growing presence in immune-mediated respiratory conditions, INBRX-101 will complement our approach to deploy R&D efforts in key areas of focus and address the needs of the underserved AATD patients and communities,” Houman Ashrafian, Head of Research and Development at Sanofi, said. 

INBRX-101 has successfully completed a Phase 1 trial, demonstrating positive results in terms of safety and pharmacokinetics and is currently enrolling a Phase 2 clinical trial to further evaluate the potential of INBRX-101 as a treatment for AATD. If successful, INBRX-101 could offer a significant improvement in the treatment options and quality of life for AATD patients.

New Inhibrx will retain non-INBRX-101 assets, notably including its immuno-oncology pipeline 

Under the terms of the merger agreement, Sanofi and Inhibrx have agreed to the following:

• Sanofi will acquire all outstanding shares of Inhibrx for $30.0 per share in cash, representing an equity value of approximately $1.7 billion (on a fully diluted basis);
• Inhibrx’s shareholders will receive one non-transferable CVR per Inhibrx share, which will entitle its holder to receive a deferred cash payment of $5.0, conditioned upon the achievement of a regulatory milestone. Assuming the conditions of the CVR are met, this would represent additional cash consideration of approximately $296 million for Inhibrx’s shareholders;
• Sanofi will be responsible for the satisfaction of Inhibrx’s currently outstanding third-party debt;
• Inhibrx’s shareholders will receive 0.25 shares of the newly created entity New Inhibrx per Inhibrx share. New Inhibrx will be capitalized with $200 million of cash at distribution;
• Sanofi will retain an 8% equity stake in New Inhibrx.

New Inhibrx will retain non-INBRX-101 assets, notably including its immuno-oncology pipeline (INBRX-109, INBRX-106, INBRX-105), as well as Inhibrx assets not related to INBRX-101 and Inhibrx’s employees. It will be led by Mark P. Lappe, Founder and CEO of Inhibrx, as Chairman and CEO of New Inhibrx, and will continue to operate under the Inhibrx name.

Sanofi’s acquisition of Inhibrx is subject to the completion of the New Inhibrx spin-off transaction and other customary closing conditions, including receipt of regulatory approvals and approval by Inhibrx’s shareholders. The companies expect the transaction to close in the course of Q2 2024. Sanofi expects to finance the transaction with available cash resources.
This new acquisition is part of the Play to Win strategy Sanofi provided details about in late October 2023,  when the company said it would continue to focus on executing transformative medicine and vaccines launches, driving agile and efficient resource deployment and enhancing R&D productivity. In March of 2023, Sanofi SA had announced its plans to shell out a staggering $2.9 billion to acquire the biotech firm Provention Bio. The purchase decision comes off the back of an existing co-marketing deal between the two pharma companies.This move was designed to help Sanofi regain its dominant position in the lucrative U.S. diabetes market and bolster its medication pipeline after a series of setbacks.

About Inhibrx, Inc.

Inhibrx is a clinical-stage biopharmaceutical company focused on developing a broad pipeline of novel biologic therapeutic candidates in oncology and orphan diseases. Inhibrx utilizes diverse methods of protein engineering to address the specific requirements of complex target and disease biology, including its proprietary protein engineering platforms.

About Sanofi

It is an innovative global healthcare company, driven by one purpose: to chase the miracles of science to improve people’s lives. Their team, across some 100 countries, is dedicated to transforming the practice of medicine by working to turn the impossible into the possible. They provide potentially life-changing treatment options and life-saving vaccine protection to millions of people globally, while putting sustainability and social responsibility at the center of their ambitions.