Celgene is expanding its oncology focus with the acquisition of Los Angeles-based Abraxis BioScience through a cash and stock transaction valued at $2.9 billion. Billionaire CEO Patrick Soon-Shiong, who owns 82.4 percent of Abraxis BioScience, had said in an interview with the Financial Times earlier in the year that the company was open to selling itself.

 

Under the terms of the merger agreement, each share of Abraxis BioScience common stock will be converted into the right to receive an upfront payment of $58 in cash and a little more than .26 shares of Celgene common stock. The upfront payment values Abraxis BioScience at approximately $2.9 billion, net of cash. Each share will also receive one tradeable Contingent Value Right, which entitles its holder to receive payments for future regulatory milestones and commercial royalties that could boost Abraxis’ payday by another $650 million.

 

The transaction is expected to close in the fourth quarter of 2010 and modestly impact Celgene’s earnings through 2011, and accretive in 2012 and beyond. The acquisition accelerates Celgene's strategy to become a global leader in oncology.

 

Until recently, Celgene’s primary focus has been on blood cancers. The company depends on multiple myeloma treatments Revlimid and Thalomid for more than 80 percent of its $2.9 billion revenue in 2009. With the acquisition, Celgene will broaden its portfolio into solid tumors with Abraxane, approved in 40 countries for the treatment of metastatic breast cancer.

Abraxane is the cancer drug paclitaxel bound to particles of a protein called albumin, allowing it to reach tumors more effectively and making it more tolerable compared to plain paclitaxel. Although it was approved by the U.S. Food and Drug Administration in 2005, the narrow scope of its use and its high price compared to generic paclitaxel, has limited sales, which totaled $315 million in 2009.

 

Celgene believes with its strong infrastructure outside of the United States and commercial know-how it can grow Abraxane sales to $1 billion by 2015, said Robert Hugin, Celgene president and CEO, in a conference call after the deal was announced.

 

"We are excited by the opportunity to leverage our clinical, regulatory and commercial capabilities to provide metastatic breast cancer patients with an innovative treatment in Abraxane,” says Hugin. “We are also excited by the potential of ABRAXANE to treat additional solid tumor malignancies such as non-small cell lung and pancreatic cancer.”

Abraxis recently reported positive results of clinical trials of Abraxane in non-small cell lung cancer and pancreatic cancer at the ASCO meeting in early June.

 

The Abraxis BioScience deal follows Celgene’s $340 cash upfront, $300 development milestone-dependent acquisition of Gloucester Pharmaceuticals netting it the lymphoma drug Istodax and an April collaboration and licensing option deal with Agios Pharmaceuticals to develop drugs using Agios cancer metabolism research platform that netted Agios $130 million upfront.