Pfizer to acquire Seagen for $229 per share in cash

Pfizer (PFE) and Seagen (SGEN) announced that they have entered into a definitive merger agreement under which Pfizer will acquire Seagen for $229 in cash per Seagen share for a total enterprise value of $43B. The Boards of Directors of both companies have unanimously approved the transaction. Seagen expects to generate approximately $2.2B of revenue in 20231, representing 12% year-over-year growth, from its four in-line medicines, royalties and collaboration and license agreements. When combining the expected strong growth trajectories for these medicines with candidates that could emerge from Seagen’s pipeline, subject to clinical trial and regulatory success, Pfizer believes Seagen could contribute more than $10B in risk-adjusted revenues in 2030, with potential significant growth beyond 2030. Seagen is a pioneer in ADC technology, with four of the twelve total FDA-approved and marketed ADCs using its technology industry-wide. Seagen’s portfolio includes four approved medicines across solid tumors and hematologic malignancies, including three ADCs: ADCETRIS, PADCEV, and TIVDAK. The company also commercializes TUKYSA. Clinical development programs are ongoing for each of these medicines for potential new tumor types or expanded indications in earlier lines of therapy, with catalysts expected annually through 2027. Seagen is also poised to expand the impact of its therapeutic approach with its broad and deep pipeline that includes eleven new molecular entities, many with the potential to treat large patient populations and all with global commercial rights. The proposed acquisition is also expected to enable for combination potential across both the Seagen and Pfizer pipelines and will leverage Pfizer’s protein engineering and medicinal chemistry capabilities to advance Seagen’s ADC technology to unlock potential novel target combinations and next-generation biologics. Seagen is also advancing innovative technologies capable of potentially generating multiple Investigational New Drug Applications, including next-generation linker/payload technologies for ADCs and other innovative antibody platforms that directly engage the immune system to destroy tumors, such as bi-specific antibodies. Pfizer expects to finance the transaction substantially through $31B of new, long-term debt, and the balance from a combination of short-term financing and existing cash. The transaction is expected to be neutral to slightly accretive to adjusted diluted earnings per share in the third to fourth full year post close. Pfizer expects to achieve nearly $1B in cost efficiencies in the third full year after the completion of the transaction. The companies expect to complete the transaction in late 2023 or early 2024, subject to fulfillment of customary closing conditions, including approval of Seagen’s stockholders and receipt of required regulatory approvals.