Stemline Therapeutics To Go Private In $667M Transaction

The New York-based oncology-focused, commercial-stage biopharma Stemline Therapeutics Inc STML ringed in merger Monday with a go-private deal valued at up to $667 million.

Stemline said it has entered a definitive agreement to be bought by privately held Italian pharma and diagnostic company Menarini Group.

The Stemline Deal Terms

The deal terms call for Menarini commencing a tender offer for all outstanding shares of Stemline for a potential consideration of $12.50 per share  — $11.50 in upfront cash payment and one non-tradeable Contingent Value Right, or CVR.

The CVR will give the holder the right to receive an additional $1 per share in cash upon completion of the first sale of Elzonris in any EU5 country after European Commission approval, according to Stemline. 

Elzonris is Stemline's FDA-approved treatment for blastic plasmacytoid dendritic cell neoplasm — a rare, clinically aggressive tumor — in adult and pediatric patients 2 and older in both treatment-naïve and previously treated populations.

The deal has been approved by boards of both companies, Stemline said. The companies expect the transaction to be completed by the second quarter of 2020.

The Stemline Deal Rationale

Stemline said it expects the deal to give access to Menarini's infrastructure, as it continues its efforts to develop additional applications of Elzonris to serve the unmet needs of patients suffering from difficult-to-treat diseases and cancers.

It also expects to leverage Menarini's experience in bringing products to markets in Europe and emerging markets as it prepares for a successful international launch upon receipt of regulatory approval in ex-U.S. territories.

"We are excited to be combining with a like-minded organization in Menarini, in a transaction that will deliver immediate and significant cash value to our shareholders, while also allowing our shareholders to participate in the future upside of ELZONRIS's European launch. We look forward to working closely together on our unified goal of helping and delivering hope to patients worldwide," Stemline founder and CEO Ivan Bergstein said in a statement. 

The stock was skyrocketing 153.12% higher to $12.02 at the time of publication Monday. 

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