BioCryst to acquire Astria Therapeutics for $13.00 per share

BioCryst (BCRX) and Astria Therapeutics (ATXS) announced that the companies have entered into a definitive agreement under which BioCryst has agreed to acquire Astria, a biopharmaceutical company focused on developing life-changing therapies for allergic and immunologic diseases, for a mix of cash and stock representing an implied value of $13.00 per Astria share, and approximately $700M in enterprise value. The transaction was unanimously approved by both the BioCryst and Astria boards of directors. Upon closing of the transaction, which is expected in the first quarter of 2026 subject to customary closing conditions, Jill Milne, CEO of Astria Therapeutics, will join the BioCryst board of directors. Astria’s lead product candidate navenibart is an injectable, long-acting, monoclonal antibody inhibitor of plasma kallikrein for hereditary angioedema prophylaxis. Navenibart’s clinical profile and highly differentiated every 3- and 6-month administration schedule could offer improvements over existing injectable options and address key unmet needs in the HAE patient community. BioCryst’s established commercialization infrastructure and deep expertise in HAE are expected to maximize the reach of navenibart, expanding access for patients. With the addition of navenibart, BioCryst’s portfolio will include both a leading oral and potentially injectable therapy for HAE, empowering physicians and patients with optimal choices for individualized care. Upon closing of the transaction, BioCryst will also obtain Astria’s early-stage program for atopic dermatitis, STAR-0310. BioCryst plans to seek strategic alternatives for this asset. Under the terms of the agreement, BioCryst will acquire all outstanding shares of Astria for consideration per share consisting of $8.55 in cash and 0.59 shares of BioCryst common stock, which, based on BioCryst’s 20-day VWAP of $7.54 as of October 8, reflects an implied value of $13.00 per share of Astria and approximately $700M in enterprise value. The implied $13.00 value of the per share merger consideration represents a premium of approximately 53% over Astria’s closing share price on October 13 and 71% over Astria’s 20-day VWAP as of October 13. BioCryst paid off all remaining debt from Pharmakon on October 8 after the closing of sale of its European business. As part of this transaction, BioCryst has also entered into a debt commitment letter for a strategic financing facility with funds managed by Blackstone with a total capacity of up to $550M. BioCryst expects the cash portion of total consideration to be funded with cash on hand and a portion of the Blackstone facility. Astria stockholders will own approximately 15% of proforma equity in the combined company based on basic shares outstanding. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2026, pending customary regulatory approvals and approval by Astria stockholders. Certain stockholders of Astria, including each director and each executive officer, as well as affiliates of Perceptive Advisors, Astria’s largest stockholder, have entered into voting and support agreements in support of the transaction.