Johnson & Johnson (J&J) has agreed to acquire Momenta Pharmaceuticals, a Cambridge, Massachusetts-based company developing biosimilars and new biologics for rare immune-mediated diseases, for $6.5 billion.

Momenta’s lead asset is nipocalimab, which is in Phase II/III development for reducing the risk and severity of fetal anemia and the resulting morbidities. Under the pending acquisition, J&J obtains full global rights to nipocalimab and further opportunity to pursue indications across autoimmune diseases in areas such as maternal-fetal disorders, neuro-inflammatory disorders, rheumatology, dermatology and autoimmune hematology. J&J says it will have the potential to introduce multiple launches of nipocalimab, including first-in-class indications, with potential for “significant” peak year sales, some of which could exceed $1 billion. In addition to Momenta’s employees and lead asset, nipocalimab, Janssen will acquire Momenta’s pipeline of clinical and preclinical assets

Last month (July 2020), Momenta received rare pediatric disease designation from the US Food and Drug Administration (FDA) for nipocalimab for the prevention of hemolytic disease of the fetus and newborn (HDFN). Additionally, FDA granted nipocalimab orphan-drug designation in HDFN. HDFN is a serious blood disorder in a fetus or newborn that occurs when red blood cell incompatibility exists between the blood types of a mother and fetus in utero.

Under and subject to the terms of the agreement, Vigor Sub, a newly formed wholly owned subsidiary of J&J, will commence a tender offer to acquire all outstanding shares of Momenta common stock for $52.50 per share in cash, and Momenta has agreed to file a recommendation statement containing the unanimous recommendation of the Momenta board that Momenta stockholders tender their shares to Vigor Sub. Following the completion of the tender offer, J&J expects to consummate a merger of Momenta with Vigor Sub, in which shares of Momenta that have not been tendered in the tender offer will be acquired by J&J and converted into the right to receive the same cash price per share as paid in the tender offer.

The transaction is expected to close in the second half of 2020, pending the satisfaction of all conditions to the completion of the tender offer and merger and is subject to customary closing conditions and antitrust clearance. Until that time, Momenta will continue to operate as a separate and independent company. The merger agreement includes customary termination provisions for both Momenta and J&J. After closing, J&J plans to retain Momenta’s presence in Cambridge, Massachusetts.

Source: Johnson & Johnson and Momenta Pharmaceuticals