Pfizer Acquires Array BioPharma in $11.4 Billion Deal

Albert Bourla

Pfizer Inc. has entered into a definitive merger agreement with Array BioPharma, in which Pfizer will acquire Array BioPharma for $48 per share in cash, leading to a total enterprise value of an estimated $11.4 billion.¹

The merger, which is expected to be completed in the second half of 2019, has been agreed upon between the Boards of Directors from both companies.

“Today’s announcement reinforces our commitment to deploy our capital to bring breakthroughs that change patients’ lives while creating shareholder value,” Albert Bourla, chief executive officer of Pfizer, said in a press release. “The proposed acquisition of Array strengthens our innovative biopharmaceutical business, is expected to enhance its long-term growth trajectory, and sets the stage to create a potentially industry-leading franchise for colorectal cancer alongside Pfizer’s existing expertise in breast and prostate cancers.”

Array BioPharma manufactures the combination of encorafenib (Braftovi) and binimetinib (Mektovi) for the treatment of patients with BRAF V600E/K— mutant unresectable or metastatic melanoma.

Additionally, the triplet regimen of encorafenib, binimetinib, and cetuximab (Erbitux) has been under investigation in the phase III BEACON CRC trial for patients with BRAF-mutant colorectal cancer (CRC).

Results of the interim analysis from this study, which were announced in May 2019, showed that second- or third-line therapy with the triplet regimen showed a statistically significant improvement in overall response rate (ORR) and overall survival (OS) compared with a cetuximab/irinotecan-containing treatment in this patient population, leading to a 48% reduction in the risk of death.² The median OS with the triplet was 9.0 months compared with 5.4 months for those who received standard therapy (HR, 0.52; 95% CI, 0.39-0.70; P <.0001). The ORR, as assessed by blinded independent central review, was 26.1% and 1.9%, respectively (P <.0001).

If eventually approved by the FDA, the triplet could be the first chemotherapy-free and targeted regimen for patients with BRAF-mutant mCRC. Array BioPharma plans to submit these data for regulatory review in the United States in the second half of 2019.

Moreover, Array BioPharma’s employees will join Pfizer and continue to be based in Cambridge, Massachusetts; Morrisville, North Carolina; and Boulder, Colorado, which becomes part of Pfizer’s Oncology Research & Development network in addition to La Jolla, California and Pearl River, New York, upon the close of the transaction.

Pfizer noted that it will share updates to the current 2019 guidance in combination with the third quarter 2019 earnings release.

The closing of the tender offer is subject to customary closing conditions, including FDA approvals and the tender of a majority of the outstanding shares of Array common stock on a fully-diluted basis. The merger agreement contemplates that Pfizer will acquire any shares of Array that are not tendered into the offer via a second-step merger, which will be finalized quickly following the closing of the offer, Pfizer announced in the press release.

“We are incredibly proud that Pfizer has recognized the value Array has brought to patients and our remarkable legacy discovering and advancing molecules with great potential to impact and extend the lives of patients in critical need,” Ron Squarer, Array chief executive officer, said in a press release. “Pfizer shares our commitment to patients and a passion for advancing science to develop even more options for individuals with unmet needs. We’re excited our team will have access to world-class resources and a broader research platform to continue this critical work.”

References

1. Pfizer to Acquire Array BioPharma. Pfizer. Published June 17, 2019. https://bit.ly/2WN3dJG. Accessed June 17, 2019.
2. Array Biopharma Announces Braftovi + Mektovi + Cetuximab Meet Primary Endpoints Of ORR And OS In Phase 3 Beacon Crc Trial Interim Analysis For The Treatment Of Braf(V600e)-Mutant Metastatic Colorectal Cancer. Array BioPharma. Published May 21, 2019. https://bit.ly/2YFrjCw. Accessed May 21, 2019.