Roche to acquire US biotech firm Ignyta for $1.7 billion

Swiss multinational Roche Holding AG is acquiring US biotech firm Ignyta Inc for $1.7 billion in an all-cash transaction, to gain access to a class of experimental cancer drugs that home in on a specific mutation across many types of tumours.

Roche and Ignyta Inc today announced they have entered into a definitive merger agreement for Roche to fully acquire Ignyta at a price of $27.00 per share in an all-cash transaction.

This corresponds to a total transaction value of $1.7 billion on a fully diluted basis. This price represents a premium of 74 per cent to Ignyta's closing price on 21 December 2017 and a premium of 71 per cent and 89 per cent to Ignyta's 30-day and 90-day volume weighted average share price on 21 December 2017, respectively, the companies said in a joint release.

The merger agreement has been unanimously approved by the boards of Ignyta and Roche, it added.

Under the terms of the merger agreement, Roche will promptly commence a tender offer, to acquire all outstanding shares of Ignyta common stock, and Ignyta will file a recommendation statement containing the unanimous recommendation of the Ignyta board that Ignyta's shareholders tender their shares to Roche.

Ignyta, based in San Diego, California, is focused on precision medicine in oncology aiming to test, identify, and treat patients with cancers harbouring specific rare mutations.

Ignyta's lead molecule 'entrectinib' is an orally bioavailable, CNS-active tyrosine kinase inhibitor being developed for tumours that harbor ROS1 or NTRK fusions. An ongoing pivotal phase 2 clinical trial will support, if successful, dual NDA submissions. Entrectinib targets tumours with one of two genetically defined gene rearrangements: ROS1 fusions in non-small cell lung cancer (NSCLC), and NTRK fusions across a broad range of solid tumours.

''Cancer is a highly complex disease and many patients suffer from mutations which are difficult to detect and treat. The agreement with Ignyta builds on Roche's strategy of fitting treatments to patients and will allow Roche to broaden and strengthen its oncology portfolio globally,'' Daniel O'Day, CEO of Roche Pharmaceuticals, said.

Ignyta will continue its operations in San Diego and be responsible for the ongoing pivotal study of entrectinib to ensure this important medicine reaches patients without delay, the companies stated in a release.

''Ignyta has been singularly focused on developing precisely targeted therapeutics guided by diagnostics for patients with rare cancers. We are excited that Roche, the global leader in both oncology and personalised healthcare, recognises this powerful approach and shares our passion for advancing entrectinib for the benefit of patients,'' Ignyta's chairman, CEO, and co-founder, Jonathan E Lim, said.

Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of Ignyta's common stock at a price of $27 per share in cash. The closing of the tender offer will be subject to a majority of Ignyta's outstanding shares being tendered in the tender offer. In addition, the transaction is subject to the expiration or termination of the waiting period under the HartScott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Ignyta was founded in 2011 by University of California, San Diego researcher Gary Firestein and Jonathan Lim, the former chief executive officer of Halozyme Therapeutics Inc.