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Fortress Biotech Announces Receipt of Notice of Option Exercise from AstraZeneca to Fully Acquire Caelum Biosciences, a Company Founded by Fortress Biotech
Option exercise triggers upfront payment of approximately $150 million to Caelum shareholders, of which approximately $64 million is payable to Fortress
About this update from Fortress Biotech, Inc.
[{"type":"text","content":"Option exercise triggers upfront payment of approximately $150 million to Caelum shareholders, of which approximately $64 million is payable to Fortress Biotech1 AstraZeneca intends to advance and accelerate the Phase 3 development of CAEL-101 for light chain (AL) amyloidosis HSR waiting period has expired for the acquisition of Caelum NEW YORK and BORDENTOWN, N.J., Sept. 29, 2021 (GLOBE NEWSWIRE) -- Fortress Biotech, Inc. (NASDAQ: FBIO) (“Fortress”), an innovative biopharmaceutical company focused on acquiring, developing and commercializing or monetizing promising biopharmaceutical products and product candidates cost-effectively, and a company it founded, Caelum Biosciences, Inc. (“Caelum”), a clinical-stage biotechnology company developing treatments for rare and life-threatening diseases, today announced that AstraZeneca’s Alexion notified Caelum that it has exercised its option to acquire Caelum, pursuant to the Development, Option and Stock Purchase Agreement in place between Fortress, Caelum, Alexion and the other parties thereto (as amended, the “DOSPA”). In addition, the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976, as amended, has expired in connection with such acquisition. Expiration of the waiting period under the HSR Act satisfies one of the conditions precedent for consummation of the acquisition. Under terms of the DOSPA, upon closing of the acquisition, which is expected to take place on October 5, 2021, Alexion will purchase all of the outstanding shares of Caelum and will pay Caelum the agreed option exercise price of approximately $150 million. Distributions will be made to all existing Caelum stockholders. The agreement also provides for additional potential payments to Caelum stockholders totaling up to $350 million, payable upon the achievement of regulatory and commercial milestones. Fortress is eligible to receive approximately 43 percent of all proceeds from the transaction. “The acquisition of Caelum is a positive development and monetization opportunity for our shareholders, while validating the Fortress business model,” said Lindsay A. Rosenwald, M.D., Fortress’ Chairman, President and Chief Executive Officer. “We believe in CAEL-101’s potential to be a best-in-class treatment for AL amyloidosis and look forward to the continued progression of CAEL-101 in the...