Full Press Release Details
Coherus Announces Agreement to Divest
UDENYCA Franchise for up to $558 million to Intas Pharmaceuticals Ltd.
exclusively on innovative immuno-oncology programs that include LOQTORZI , an FDA approved, next-generation programmed cell death
protein 1 (PD-1) inhibitor -
- Proceeds to fund development of key
combination programs, with LOQTORZI including casdozokitug, a first-in-class, clinical-stage interleukin-27 (IL-27) antagonist, and
CHS-114, a highly selective chemokine receptor 8 (CCR8) antibody
- Post-closing proceeds to repay
the entirety of the company's $230 million convertible notes due April 2026 -
- Coherus management to host investor conference
call today, Tuesday, December 3, 2024, at 8:00 a.m. Eastern Time -
REDWOOD CITY, Calif., December 3, 2024 -- Coherus
BioSciences, Inc. (Coherus or the Company, NASDAQ: CHRS,) today announced that it has entered into
an asset purchase agreement (the Agreement) dated December 2, 2024, with Intas Pharmaceuticals Ltd. (Intas) for the divestiture
of the UDENYCA (pegfilgrastim-cbqv) franchise for up to $558.4 million. This includes an upfront payment of $483.4 million, to be
adjusted for inventory at close, and $75.0 million in potential net sales milestone payments. Coherus plans to use a portion of
the transaction proceeds to fully repay, the entirety of the Company's $230.0 million in existing convertible
notes due April 2026 and $49.1 million to buy-out certain royalty obligations related to UDENYCA.
divestiture of UDENYCA represents the successful execution of our strategy to focus R&D and commercial resources on
Coherus' innovative immuno-oncology portfolio and to strengthen our financial position," said
Denny Lanfear, Coherus Chairman and Chief Executive Officer.
significant value with our UDENYCA franchise, and this proposed transaction allows us to monetize that value in order to maximize
the opportunity ahead for LOQTORZI (toripalimab-tpzi), a novel PD-1 inhibitor with growing sales, and the only FDA-approved
treatment for nasopharyngeal carcinoma (NPC), allowing us to accelerate and advance the development of our I-O pipeline in
combination with LOQTORZI."
"In addition, by paying
off our convertible notes in their entirety, we will significantly improve our capital structure and align our operational footprint with
our strategic focus. As we enter this new phase of growth, we are well positioned to drive significant value for both patients and shareholders
as we advance our mission to extend cancer patient survival."
Terms of the Agreement
Under the terms of the
Agreement filed as an exhibit to Coherus' Current Report on Form 8-K today, Coherus will receive an upfront cash payment
of $483.4 million, subject to closing adjustments for final inventory valuation, plus two net sales milestone payments totaling
$75.0 million. In exchange, Intas will receive identified assets related to the UDENYCA franchise, including the UDENYCA
pre-filled syringe, the UDENYCA autoinjector, and UDENYCA ONBODY and will assume identified liabilities. Accord BioPharma,
Inc., the U.S. specialty division of Intas Pharmaceuticals, Ltd., focused on the development of oncology, immunology, and critical
care therapies, plans to assume full responsibility for the UDENYCA franchise in the U.S. following the Agreement
The Coherus Board of Directors unanimously recommends that Coherus
shareholders vote in favor of the proposed UDENYCA divestiture described by the Agreement. A Coherus proxy statement relating to the
proposed transaction will be filed with the Securities and Exchange Commission (the SEC) and mailed to Coherus shareholders when available.
The closing of the proposed transactions contemplated by the
Agreement is subject to customary closing conditions, including approval by Coherus shareholders, expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, any required approval by the Committee on
Foreign Investment in the United States (CFIUS) as well as certain other conditions. The proposed transaction is expected to
close by the end of Q1 2025.
Financial Considerations of
Importantly, upon close of
the proposed transaction, the Company expects to use tax attributes, which were previously not deemed realizable, to offset
substantially all of the U.S. federal income taxes related to the divestiture.
The Company expects to realize
substantial cost savings on a going forward basis by:
The Company plans to provide an updated Q4 2024 sales projection
and Q1 2025 cash projection in early January 2025. However, current post-close cash runway projections exceed two years, past
key data readouts expected in 2026.
Focus on Immuno-Oncology Portfolio and Key Upcoming Milestones
Coherus intends to strengthen and sharpen its focus on the advancement
of its innovative, next-generation, immuno-oncology portfolio in combination with LOQTORZI.
LOQTORZI is a next-generation, differentiated PD-1 marketed
in the U.S. in two indications. Coherus plans to maximize the value of this product by:
Casdozokitug is a first-in-class, clinical-stage IL-27 antagonist,
with demonstrated monotherapy activity in treatment-refractory non-small cell lung cancer (NSCLC) and clear cell renal cell carcinoma
(ccRCC) and combination activity in hepatocellular carcinoma (HCC). The Company plans to:
CHS-114 is a highly selective cytolytic CCR8 antibody that specifically
binds and preferentially depletes CCR8+ tumor regulatory T cells (Tregs) with no off-target binding. Phase 1 dose escalation is complete,
establishing safety and proof of mechanism. Coherus plans to:
J.P. Morgan Securities LLC is acting as Coherus' financial advisor
and Latham & Watkins LLP as legal counsel to Coherus.
Conference Call Information
When: Tuesday, December 3, 2024, starting at 8:00 a.m. Eastern
To access the conference call, please pre-register through the following
link to receive dial-in information and a personal PIN to access the live call: https://register.vevent.com/register/BId14c70118ce44561902dd39c791136fa
Please dial in 15 minutes early to ensure a timely connection to the
Webcast Link: https://edge.media-server.com/mmc/p/ypqpachc
A replay of the webcast will be archived on the "Investors"
section of the Coherus website at http://investors.coherus.com
About Coherus BioSciences
Coherus is a commercial-stage biopharmaceutical company focused on
the research, development and commercialization of innovative immunotherapies to treat cancer. Coherus is developing an innovative immuno-oncology
pipeline that is expected to be synergistic with its proven commercial capabilities in oncology.
Coherus' immuno-oncology pipeline includes multiple antibody
immunotherapy candidates focused on enhancing the innate and adaptive immune responses to enable a robust antitumor immunologic response
and enhance outcomes for patients with cancer. Casdozokitug is a novel IL-27 antagonistic antibody currently being evaluated in two ongoing
clinical studies: a Phase 1/2 study in advanced solid tumors and a Phase 2 study in hepatocellular carcinoma. CHS-114 is a highly selective,
competitively positioned, cytolytic anti-CCR8 antibody currently in a Phase 1 study in patients with advanced solid tumors, including
HNSCC. CHS-1000 is a novel humanized Fc-modified IgG1 monoclonal antibody specifically targeting ILT4 (LILRB2). An IND for CHS-1000 was
allowed to proceed by the FDA in the second quarter of 2024 and proceeding to the first-in-human clinical study is subject to further
evaluation in our portfolio prioritization process.
Coherus markets LOQTORZI (toripalimab-tpzi), a novel
next-generation PD-1 inhibitor, and UDENYCA (pegfilgrastim-cbqv), a biosimilar of Neulasta.
Neulasta is a registered trademark of Amgen, Inc.
Forward-Looking Statements
The statements in this press release include express or implied forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act about the proposed transaction
between the Company and Intas that involve risks and uncertainties relating to future events and the future performance the Company and
the UDENYCA business. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not historical facts. Words such as "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend," "believe,"
"estimate," "predict," "project," "potential," "continue," "future,"
"opportunity," "likely," "target," variations of such words, and similar expressions or negatives
of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying