Inotek Pharmaceuticals Announces Merger Agreement with Rocket Pharmaceuticals to Advance Pipeline of First-in-Class Gene Therapies for Rare Diseases
|View printer-friendly version|
- Company to Leverage Lentiviral and AAV Gene Therapy Platforms to Target Rare Genetic Diseases -
- Transaction to Advance Rocket’s Growing Pipeline; Up to Four Clinical Trials to Begin in 2018 –
- Proof of Concept Data Expected in 2018 for One or More Clinical Programs Focused on Rare Blood Disorders: Fanconi Anemia, Pyruvate Kinase Deficiency, and Leukocyte Adhesion Deficiency-1-
“We have conducted an exhaustive strategic process focused on
proactively identifying assets that have clear biological plausibility
and a high unmet need. As a result of this process, I’m delighted to
announce a merger with Rocket as the best scenario for value creation
for our stockholders,” said
“Rocket is a leader in developing first-in-class gene therapies for
patients with rare genetic diseases with complex and challenging
treatment options, such as bone marrow and organ transplants. We believe
the combined company will be well-funded, and it will be led by
Rocket’s focus for its lentiviral gene therapies is bone marrow disorders caused by gene mutations. Lead programs include Fanconi Anemia (FA), Leukocyte Adhesion Deficiency-1 (LAD-1) and Pyruvate Kinase Deficiency (PKD). Current treatment options available for patients with these diseases are limited and include allogeneic bone marrow transplant procedures, which are often complicated by graft versus host disease and a lack of available donors. Rocket’s gene therapy approach could be potentially curative and replace or pre-empt the need for transplant. Longer term, Rocket is also developing a lentiviral-based gene therapy for infantile malignant osteopetrosis, an inherited bone disorder.
In addition, Rocket is advancing an AAV-based program for an undisclosed rare pediatric disease with a significant estimated patient population size (15,000+ prevalence in the US/EU).
“Our vision is to create a fully-integrated platform gene therapy
company with a portfolio of distinct treatments for devastating genetic
Shah continued, “We are inspired by the passion for science and dedication to patients which David and his team have exemplified, and honored to be on this journey together. With this transaction, Rocket’s rich pipeline will progress even more rapidly into what we already see as a transformational year for the company. We expect to enter the clinic in 2018, with clinical proof of concept data from one or more of the lentiviral programs in 2018.”
Proposed Transaction Detail
Under the terms of the merger agreement, shareholders of Rocket will receive shares of newly issued Inotek common shares in a private placement. Rocket shareholders are expected to own approximately 81% of the combined Company and current Inotek shareholders will own approximately 19% of the combined Company. The percentage of the combined Company that Rocket’s shareholders will own as of the close of the transaction is subject to adjustment based on the amount of Inotek’s net cash at the closing date. The merger agreement contains further details with respect to this adjustment and the transaction. The transaction has been unanimously approved by the Board of Directors of both companies. The merger is expected to close in the first quarter of 2018, subject to customary closing conditions, including the approval by stockholders of Inotek.
Board of Directors
Inotek Operational Update
Inotek also announced today that it is reducing its workforce by approximately 60% to a total of 7 full-time employees, which is expected to be completed in the third quarter. All affected employees are being offered severance and transition benefits.
Conference Call Information
Inotek and Rocket will host a conference call and webcast tomorrow,
An archive of tomorrow’s conference call will be available shortly after the conclusion of the call and accessed by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside of the U.S. and referencing the Conference ID: 85020110, or by visiting Inotek’s website. The audio replay will be available for two weeks following the call and the webcast for thirty days.
Additional Information for Inotek Common Stockholders
In connection with the proposed transaction, Inotek plans to file with the
The definitive proxy statement will be mailed to stockholders of Inotek.
INOTEK URGES INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the definitive proxy
statement (when available) and other documents filed with the
Participants in Solicitation
Inotek, Rocket and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of Inotek in connection with the merger. Information about
the directors and executive officers of Inotek is set forth in Inotek’s
Form 10-K for the fiscal year ended
This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to Inotek or Rocket, the management of either such company or the proposed transaction between Inotek and Rocket, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Inotek and Rocket undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the pharmaceutical industry, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents Inotek has filed with the
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the businesses of Inotek described in the “Risk Factors”
section of its Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other documents filed by Inotek from time to time with the
Claudine Prowse, PhD, 781-552-4305
Vice President, Corporate Development and IRO
Inotek Media & Investor Contact:
Joe Rayne, 781-327-5610