Sanofi has agreed to acquire Inhibrx, a La Jolla, California-based bio/pharmaceutical company, in a deal worth up to $2 billion ($1.7 billion upfront and $296 million in contingent value right [CVR] payments). 

Inhibrx’s lead candidate is Inbrx-101, currently in Phase II enrollment, for treating alpha-1 antitrypsin (AAT) deficiency (AATD), a rare genetic disorder  characterized by low levels of the AAT protein, predominantly affecting the lung with progressive deterioration of the tissue. Inbrx-101 works by inhibiting neutrophil elastase, an enzyme responsible for lung-tissue damage in AATD patients. 

Under the agreement, Sanofi will acquire Inhibrx following the spin-off of non-Inbrx-101 assets into a new company called New Inhibrx. New Inhibrx will retain non-Inbrx-101 assets, including its immuno-oncology pipeline, as well as Inhibrx assets not related to Inbrx-101 and Inhibrx’s employees, and will continue to operate under the Inhibrx name.   

Under the agreement, 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, and 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, and Sanofi will retain an 8% equity stake in New Inhibrx. 

The transaction was unanimously approved by both the Sanofi and Inhibrx Boards of Directors.  Closing of the acquisition 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 second quarter of 2024.   

Source: Sanofi