Galapagos in Advanced Talks with Gilead for a $1.675 Billion Partnership

Acquisition Details

Gilead Sciences has finalized an agreement to acquire Ouro Medicines, a private biotechnology company specializing in T cell modulator therapies for autoimmune diseases. The acquisition price is $1.675 billion in cash at closing, with up to an additional $500 million in conditional milestone payments. The acquisition includes OM336 (gamgertamig), a clinical-stage bispecific BCMAxCD3 modulator designed for rapid and profound B cell depletion following limited subcutaneous administration. OM336 has received Fast Track designation and Orphan Drug status from the US FDA for the treatment of autoimmune hemolytic anemia (AIHA) and immune thrombocytopenia (ITP). The program is expected to enter registration studies in 2027.

Strategic Collaboration Terms

As part of the proposed strategic collaboration with Gilead, Galapagos anticipates that $500 million of its cash reserves would be exempt from the conditions of the Option, License, and Collaboration Agreement signed with Gilead Sciences on July 14, 2019. This exemption would allow Galapagos to use these funds to acquire, initiate, or develop research programs independently of Gilead and outside the terms of this agreement, subject to a cap of $150 million for the repurchase of its own shares, dividend payments, or any other distribution on Galapagos' capital stock. Following this potential transaction, Galapagos would retain the majority of its available cash for additional strategic transactions and other capital allocation priorities.

Discussion Progress and Future Plans

The discussions between Galapagos and Gilead are focused on a strategic partnership, the final terms of which are yet to be finalized. No assurance can be given regarding the terms and details of the partnership arrangements, the conclusion of an agreement between the two companies, the approval of the related-party process at Galapagos, or that the final terms would not materially differ from those described. Galapagos plans to organize a conference call to provide additional details once the related-party process is completed and a formal agreement has been signed with Gilead. Morgan Stanley & Co., LLC is serving as financial advisor to Galapagos, while Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters LLP are providing legal counsel.