Inhibrx Acquisition: Key Details, Impact, and What Comes Next

Sanofi's acquisition of Inhibrx, Inc. marks a significant move in the biopharmaceutical industry. The $1.7 billion deal, finalized on May 30, 2024, integrates SAR447537 (formerly INBRX-101) into Sanofi’s rare disease pipeline. This strategic acquisition underscores Sanofi's commitment to expanding its portfolio in rare diseases, particularly targeting alpha-1 antitrypsin deficiency (AATD).

What Is Inhibrx?

Inhibrx is a clinical-stage biotechnology company focused on developing therapeutic candidates for life-threatening conditions. Their core products include Ozekibart (INBRX-109) and INBRX-106. Inhibrx differentiates itself in the market through its expertise in protein engineering and its proprietary single-domain antibody platform. The company boasts a varied pipeline of novel therapeutic candidates and an agile, innovative approach to biotherapeutics, leveraging deep scientific and clinical experience to drive its mission forward.

Who Acquired Inhibrx?

Sanofi is a global healthcare leader specializing in immunology, neurology, oncology, rare diseases, and vaccines. The company offers a wide range of products, including medicines for cardiovascular diseases and diabetes, vaccines for influenza and meningococcal meningitis, and consumer healthcare solutions for allergies and digestive wellness. With a robust pipeline of 83 compounds in clinical development and 26 phase 3 trials, Sanofi holds a significant position in the industry, known for its innovative approach and impactful scientific collaborations.

When Was Inhibrx Acquired?

Sanofi completed its acquisition of Inhibrx, Inc. on May 30, 2024. This acquisition occurred during a period of heightened M&A activity in the biopharmaceutical sector, reflecting a broader industry trend of consolidations and strategic partnerships. The timing aligns with Sanofi's strategy to expand its rare disease pipeline, particularly with the addition of SAR447537, aimed at treating alpha-1 antitrypsin deficiency. This move underscores the industry's focus on specialized treatments for rare diseases with high unmet medical needs.

Why Was Inhibrx Acquired?

• Market Expansion: The acquisition of Inhibrx by Sanofi represents a strategic move to broaden Sanofi’s market presence in rare diseases and oncology. By adding SAR447537 (formerly INBRX-101) to its portfolio, Sanofi enhances its capabilities in treating alpha-1 antitrypsin deficiency (AATD), thereby expanding its reach in the rare disease market.
• Technology Integration: Sanofi benefits significantly from integrating Inhibrx's innovative technology, particularly SAR447537, a human recombinant protein designed to treat AATD. This integration aligns with Sanofi’s commitment to advancing its R&D capabilities, offering a more convenient treatment option for AATD patients and potentially improving patient outcomes.
• Competitive Advantage: The acquisition strengthens Sanofi’s competitive position by adding a potentially best-in-class treatment for AATD to its portfolio. SAR447537’s promise of less frequent dosing and its potential to reduce inflammation and prevent lung function deterioration could set Sanofi apart from competitors in the rare disease treatment market.

Acquisition Terms

• Acquisition Price: $30.00 per share in cash, representing a total equity value of approximately $1.7 billion, with an additional contingent value right per share to receive $5.00 upon the achievement of a regulatory milestone.
• Payment Method: Cash payment of $30.00 per share, a contingent value right of $5.00 per share upon achieving a regulatory milestone, and 0.25 shares of a new publicly traded company (New Inhibrx) per Inhibrx share.
• Key Conditions or Agreements:
  • Approval by former holders of Inhibrx common stock at a special meeting of stockholders on May 24, 2024.
  • Completion of the acquisition through the merger of an indirect, wholly owned subsidiary of Sanofi with and into Inhibrx.
  • Spin-off of Inhibrx Biosciences, Inc., distributing 92% of its shares to Inhibrx common stockholders as of May 17, 2024.
  • Inhibrx Biosciences to acquire all assets of Inhibrx not related to SAR447537, including INBRX-109 and INBRX-106, and all Inhibrx employees.
  • Inhibrx to retain 8% ownership of Inhibrx Biosciences.
  • Inhibrx common stock to cease trading on the NASDAQ Global Market and be deregistered.
  • Sanofi will assume and retire Inhibrx's outstanding third-party debt and capitalize New Inhibrx with $200 million in cash.
  • The transaction is subject to regulatory approvals and is expected to close in Q2 2024.

Impact on Inhibrx

The acquisition of Inhibrx by Sanofi has led to significant operational and managerial changes. Inhibrx has become an indirect, wholly owned subsidiary of Sanofi, while its non-INBRX-101 assets have been spun off into a new entity, New Inhibrx. This new company will continue to operate under the "Inhibrx" name and will be led by Mark Lappe, the current CEO, along with the existing management team. Additionally, Inhibrx's common stock has been deregistered and is no longer traded on the NASDAQ Global Market, marking a substantial shift in its corporate structure.

Product offerings and services have also been impacted. Sanofi has integrated SAR447537 (formerly INBRX-101) into its rare disease pipeline, enhancing its portfolio with a promising treatment for alpha-1 antitrypsin deficiency (AATD). Meanwhile, New Inhibrx will continue to develop other therapeutic candidates, including INBRX-105, INBRX-106, and INBRX-109. Employee reactions have not been explicitly detailed, but the retention of the current management team suggests a smooth transition. Customer reactions are also not specified, though the potential benefits of INBRX-101 for AATD patients indicate a positive outlook.

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