Pfizer’s $11.4 Billion Acquisition of Array


Pfizer’s financial advisors for the transaction were Guggenheim Securities, LLC, and Morgan Stanley & Co. LLC, with Wachtell, Lipton, Rosen & Katz acting as its legal advisor. Centerview Partners served as Array’s exclusive financial advisor, while Skadden, Arps, Slate, Meagher & Flom LLP served as its legal advisor.

Pfizer Inc. (NYSE: PFE) and Array BioPharma Inc. (NASDAQ: ARRY) have entered into a definitive merger agreement under which Pfizer will acquire Array, a commercial stage biopharmaceutical company focused on the discovery, development and commercialization of targeted small molecule medicines to treat cancer and other diseases of high unmet need. Pfizer has agreed to acquire Array for $48 per share in cash, for a total enterprise value of approximately $11.4 billion. The Boards of Directors of both companies have approved the merger.

Array’s portfolio includes the approved combined use of BRAFTOVI® (encorafenib) and MEKTOVI® (binimetinib) for the treatment of BRAFV600E or BRAFV600K mutant unresectable or metastatic melanoma. The combination therapy has significant potential for long-term growth via expansion into additional areas of unmet need and is currently being investigated in over 30 clinical trials across several solid tumor indications, including the Phase 3 BEACON trial in BRAF-mutant metastatic colorectal cancer (mCRC).

In the U.S., colorectal cancer is the third most common type of cancer in men and women. An estimated 140,250 patients were diagnosed with cancer of the colon or rectum in 2018, and approximately 50,000 are estimated to die of their disease each year. BRAF mutations are estimated to occur in up to 15% of colorectal cancer cases and represent a poor prognosis for these patients.

Skadden advised Array with M&A partners Graham Robinson (Picture) and Laura Knoll (Boston), and associate Chadé Severin (Boston); Antitrust and Competition partners Maria Raptis (New York) and Frederic Depoortere (Brussels); Executive Compensation and Benefits partner Erica Schohn (New York) and counsel Young Park (Boston); Tax partner Moshe Spinowitz (Boston); and Intellectual Property and Technology counsel Ken Kumayama (Palo Alto).

Involved fees earner: Frederic Depoortere – Skadden Arps Slate Meager & Flom; Laura Knoll – Skadden Arps Slate Meager & Flom; Ken Kumayama – Skadden Arps Slate Meager & Flom; Young Park – Skadden Arps Slate Meager & Flom; Maria Raptis – Skadden Arps Slate Meager & Flom; Graham Robinson – Skadden Arps Slate Meager & Flom; Erica Schohn – Skadden Arps Slate Meager & Flom; Chadé Severin – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Array BioPharma Inc.;