Amgen’s $2.5 Billion Acquisition of Teneobio

Goldman Sachs & Co. acted as financial advisor to Amgen and Latham & Watkins as its legal advisor. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian and Haynes and Boone acted as legal advisor to TeneoBio.

Amgen (NASDAQ: AMGN) and Teneobio announced an agreement under which Amgen will acquire Teneobio, a privately held, clinical stage biotechnology company developing a new class of biologics called Human Heavy-Chain Antibodies.  Under the terms of the agreement, Amgen will acquire all outstanding shares of Teneobio at closing in exchange for a $900 million upfront cash payment, as well as future contingent milestone payments to Teneobio equity holders potentially worth up to an additional $1.6 billion in cash.

The acquisition includes Teneobio’s proprietary bispecific and multispecific antibody technologies, which will enable significant acceleration and efficiency in the discovery and development of new molecules that have the potential to treat a wide range of important diseases across Amgen’s core therapeutic areas. These platforms complement Amgen’s existing antibody capabilities with the addition of a heavy-chain only platform that allows a streamlined, sequence-based discovery approach for target binders, as well as Teneobio’s novel T-cell engager platform, which expands on Amgen’s existing leadership position in bispecific T-cell engagers by providing a differentiated, but complementary, approach to Amgen’s current BiTE® platform.

The acquisition will also add TNB-585, a Phase 1 bispecific T cell-engager for the treatment of metastatic castrate-resistant prostate cancer (mCRPC), and several preclinical oncology pipeline assets with the potential for near-term IND filings.  TNB-585 complements Amgen’s existing prostate cancer portfolio, which includes acapatamab (formerly AMG 160) and AMG 509, both in Phase 1.  Each of these three investigational therapies uses a different approach to treat a highly prevalent disease for which new treatment options are very much needed.

Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics.

Teneobio, Inc. is a clinical stage biotechnology company developing a new class of biologics, Human Heavy-Chain Antibodies (UniAb®), for the treatments of cancer, autoimmunity, and infectious diseases.

The Gunderson deal team included partners Michael Irvine (Picture), Michael Richman, Steve Ray, and Colin Chapman, of counsel Craig Olshan, and associates Julie Mahoney, Bob Zhao, Scout Moran and Brenden Glapion.

Haynes and Boone, LLP Partner Benjamin Pelletier, a member of the firm’s Precision Medicine and Digital Health Practice, served as intellectual property counsel to TeneoBio, Inc.

Latham & Watkins LLP represented Amgen in the transaction with a corporate team led by Orange County partner Daniel Rees and New York and Orange County partner Charles Ruck with associates Paul Jeffrey, Tiana Baghdikian, and Trevor Yedoni. Advice was also provided on intellectual property matters by San Diego partner Steve Chinowsky, San Diego counsel Darryl Steensma, and New York counsel Eliot Choy with associate Stephanie Blij; on benefits and compensation matters by Los Angeles partner Michelle Carpenter with associate Jina Davidovich; on tax matters by Century City partner Larry Stein and Century City counsel William Kessler; on FDA regulatory matters by Washington, D.C. partner Elizabeth Richards with associate Meryl Bartlett; on data privacy matters by Bay Area counsel Robert Blamires with associate Adriana Beach; and on antitrust matters by Washington, D.C. partner Mandy Reeves and Washington, D.C. counsel Patrick English with associate Denver Dunn.

Involved fees earner: Colin Chapman – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Brenden Glapion – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Michael Irvine – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Julie Mahoney – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Scout Moran – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Craig Olshan – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Steve Ray – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Michael Richman – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Bob Zhao – Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Benjamin Pelletier – Haynes and Boone; Tiana Talar Baghdikian – Latham & Watkins; Meryl Bartlett – Latham & Watkins; Adriana Beach – Latham & Watkins; Robert Blamires – Latham & Watkins; Stephanie Blij – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Steven Chinowsky – Latham & Watkins; Eliot Choy – Latham & Watkins; Jina Davidovich – Latham & Watkins; Patrick English – Latham & Watkins; Paul Jeffrey – Latham & Watkins; William Kessler – Latham & Watkins; Daniel Rees – Latham & Watkins; Amanda Reeves – Latham & Watkins; Elizabeth Richards – Latham & Watkins; Charles Ruck – Latham & Watkins; Darryl Steensma – Latham & Watkins; Laurence Stein – Latham & Watkins; Trevor Yedoni – Latham & Watkins;

Law Firms: Gunderson Dettmer Stough Villeneuve Franklin & Hachigian; Haynes and Boone; Latham & Watkins;

Clients: Amgen; Teneobio, Inc.;

Author: Martina Bellini