Merck is introducing its tender offer to buy Imago BioSciences, the company announced Monday. Under the tender offer, which has not yet commenced, Merck would buy all of Imago’s outstanding shares of common stock for $1.35 billion.
Imago stockholders would receive $36 in cash for each of the company’s common stock shares that are validly tendered and not validly withdrawn, Merck noted. After shares are purchased, the two companies plan to merge, leaving Imago as a subsidiary of Merck, though the brand is expected to survive.
The tender offer follows Merck’s announcement in late November that it would acquire Imago. Under that deal, Merck plans to add Imago’s lead candidate bomedemstat to its pipeline. Bomedemstat is an oral lysine-specific demethylase 1 inhibitor that aims to treat essential thrombocythemia, myelofibrosis and polycythemia vera.
This is all part of Merck’s larger push to expand its pipeline with Imago’s bone marrow disease drugs, which target the LSD1 enzyme. Bomedemstat is currently being investigated in a mid-stage clinical trial.
“This acquisition of Imago augments our pipeline and strengthens our presence in the growing field of hematology,” Merck CEO Rob Davis previously said in a statement.
Merck said it would be filing a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission Monday. The tender offer will expire at midnight on January 10, 2023, though Merck said it expects the transaction to be completed in the first quarter of 2023.
The tender offer was announced the same day Imago said it presented positive data from an ongoing Phase 2 study of bomedemstat in advanced myelofibrosis at the 64th American Society of Hematology Annual Meeting and Exposition over the weekend.
The company said bomedemstat was generally safe and well-tolerated by patients with myelofibrosis and that nearly two-thirds of evaluable patients showed a decrease in total symptom score. “Bomedemstat continues to demonstrate its potential as a monotherapy for patients suffering from advanced myelofibrosis, highlighted by the data presented at ASH showing improvements in patient symptom scores, spleen volumes, fibrosis, and anemia,” Imago CEO Hugh Young Rienhoff, Jr., M.D. said in a statement.