PARIS, FRANCE: Sanofi, a global pharmaceutical company, has agreed to acquire Inhibrx, a clinical-stage biotech firm, for $30.0 per share in cash, or about $1.7 billion. The deal is subject to the spin-off of non-INBRX-101 assets into a new entity, New Inhibrx, which will be owned by Inhibrx’s shareholders and Sanofi.

INBRX-101 is a novel protein therapy for Alpha-1 Antitrypsin Deficiency (AATD), a rare genetic disorder that affects the lungs. INBRX-101 has shown positive results in a Phase 1 trial and is currently in Phase 2. It could potentially improve the treatment and quality of life for AATD patients.

Houman Ashrafian, Head of Research and Development, Sanofi, said, “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.”

In addition to the cash payment, Inhibrx’s shareholders will receive a contingent value right (CVR) of $5.0 per share, payable upon a regulatory milestone, and 0.25 shares of New Inhibrx per share. New Inhibrx will have $200 million of cash and retain Inhibrx’s immuno-oncology pipeline and other assets not related to INBRX-101. It will be led by Mark P. Lappe, the founder and CEO of Inhibrx. Sanofi will have an 8% stake in New Inhibrx.

The transaction was unanimously approved by both the Sanofi and Inhibrx Boards of Directors.

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.

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.

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