Novo Nordisk agrees to acquire Forma Therapeutics for $1.1bn

November 2022 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

November 2022 Issue

As part of its aim to build a portfolio of treatments to tackle the complications and underlying causes of sickle cell disease (SCD), Danish drugmaker Novo Nordisk is to acquire clinical-stage biopharmaceutical company Forma Therapeutics Holdings, Inc. in a transaction valued at $1.1bn.

Under the terms of the agreement, Novo Nordisk will initiate a tender offer to acquire all outstanding shares of Forma Therapeutics’ common stock at a price of $20 per share in cash.

Upon successful completion of the tender offer, Novo Nordisk’s acquisition subsidiary will merge into Forma Therapeutics, and any shares of common stock of Forma Therapeutics not tendered into the offer will receive the same dollar per share price payable in the tender offer.

The transaction has been unanimously approved by the board of directors of Forma Therapeutics and is expected to close in the fourth quarter of 2022.

The acquisition of Forma Therapeutics, including its lead development candidate, etavopivat, is aligned with Novo Nordisk’s strategy to complement and accelerate its scientific presence and pipeline in haemoglobinopathies – a group of disorders in which there is abnormal production or structure of the haemoglobin protein in the red blood cells.

An investigational oral, once-daily, selective pyruvate kinase-R (PKR) activator, etavopivat is being developed to improve anaemia and red blood cell health in people with SCD, a seriously debilitating, life-threatening and life-shortening disease. Around 17 million people worldwide live with SCD, including approximately 100,000 people in the US, as well as approximately 30,000 in France, Germany, Italy, Spain and the UK.

“Novo Nordisk has worked for more than 40 years to develop and deliver transformative medicines to patients around the world with rare and devastating diseases,” said Ludovic Helfgott, executive vice president and head of Rare Disease at Novo Nordisk. “By adding Forma’s differentiated approach to address unmet needs for patients, we are taking a step forward in enhancing our sickle cell disease pipeline.”

Founded in 1923 and headquartered in Denmark, Novo Nordisk’s stated purpose is to drive change to defeat diabetes and other serious chronic diseases, such as obesity and rare blood and endocrine disorders. The company employs about 50,800 people in 80 countries and markets its products in around 170 countries.

“This transaction is an exciting milestone that accelerates Forma’s purpose to transform the lives of patients with sickle cell disease and other serious haematological diseases,” said Frank D. Lee, president and chief executive of Forma. “Novo Nordisk will partner closely with the sickle cell community to amplify our impact for patients around the world who urgently need new treatment options.”

The transaction is not expected to impact Novo Nordisk’s previously communicated operating profit outlook for 2022 or the ongoing share buyback programme.

Acting as financial adviser to Novo Nordisk is Moelis & Company UK LLP, with Davis Polk & Wardwell LLP as legal adviser. Centerview Partners LLC is acting as financial adviser to Forma Therapeutics and Goodwin Procter LLP is legal adviser.

Mr Lee concluded: “We look forward to working together with Novo Nordisk to serve as a trusted partner to our communities and to advance innovation, access and health equity for patients.”

Fraser Tennant