太阳制药将以3.55亿美元首付款收购Checkpoint

Mumbai, India (March 10, 2025) and Waltham, Mass. (March 9, 2025) – Sun PharmaceuticalIndustries Limited (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715(together with its subsidiaries and/or associated companies, “Sun Pharma”)) and CheckpointTherapeutics, Inc. (Nasdaq: CKPT) (“Checkpoint”) today announced that they have entered into anagreement by which Sun Pharma will acquire Checkpoint, an immunotherapy and targeted oncologycompany. 

Checkpoint is a Nasdaq-listed commercial-stage company focused on developing novel treatmentsfor patients with solid tumor cancers. Checkpoint has received approval from the U.S. Food & DrugAdministration (FDA) for UNLOXCYT™ (cosibelimab-ipdl) for the treatment of adults with metastaticcutaneous squamous cell carcinoma (cSCC) or locally advanced cSCC who are not candidates forcurative surgery or curative radiation.

Dilip Shanghvi, Chairman & Managing Director of Sun Pharma, said, “Combining UNLOXCYT, an FDAapproved anti-PD-L1 treatment for advanced cutaneous squamous cell carcinoma, with SunPharma’s global presence means patients with cSCC may soon have access to an important, newtreatment option. The acquisition further bolsters our innovative portfolio in onco-derm therapy.” 

“I am proud of the dedication and passion of our team at Checkpoint that allowed us to achieve the firstand only FDA-approved anti-PD-L1 treatment for patients with advanced cSCC, and we are excited toenter this transaction with Sun Pharma as the next step to bringing UNLOXCYT to cSCC patients in needof a differentiated immunotherapy treatment option,” said James Oliviero, President and ChiefExecutive Officer of Checkpoint. “Sun Pharma is aligned with Checkpoint’s commitment to improving thelives of skin cancer patients, and I believe this transaction will maximize value for our stockholders andprovide accelerated access to UNLOXCYT in the United States, Europe and other markets worldwide.”

Transaction Summary 

Upon completion of the transaction, Sun Pharma will acquire all outstanding shares of Checkpointand Checkpoint stockholders will receive, for each share of common stock they hold, an upfrontcash payment of $4.10, without interest, and a non-transferable contingent value right (CVR)entitling the stockholder to receive up to an additional $0.70 in cash, without interest, if cosibelimabis approved prior to certain deadlines in the European Union pursuant to the centralized approvalprocedure or in Germany, France, Italy, Spain or the United Kingdom, subject to the terms andconditions in the contingent value rights agreement. 

The upfront cash payment of $4.10 per share of common stock represents a premium ofapproximately 66.0% to Checkpoint’s closing share price on March 7, 2025, the last trading day priorto today’s announcement. 

In connection with the transaction, Checkpoint, Sun Pharma and Fortress Biotech, Inc., Checkpoint’scontrolling stockholder (“Fortress”; Nasdaq: FBIO), have entered into a royalty agreement, underwhich following the closing of the transaction Fortress would be entitled to receive royaltypayments based on future sales of cosibelimab during a specified term, in lieu of royalty rights thatwere granted to Fortress in connection with its founding of Checkpoint.

In connection with the evaluation of Checkpoint’s strategic alternatives, the Checkpoint board ofdirectors (the “Board”) formed a special committee of independent and disinterested directors (the“Special Committee”), which led the review and negotiations for this transaction. The SpecialCommittee, with the assistance of its independent financial and legal advisors, conducted acomprehensive review of potential strategic alternatives available to Checkpoint and ultimatelydetermined that the compelling and certain cash consideration and meaningful upside presented by theCVRs in this transaction provides superior risk-adjusted value relative to Checkpoint’s standaloneprospects and other available alternatives. The Special Committee unanimously approved, andrecommended that Checkpoint’s Board approve, the proposed transaction. After considering thisrecommendation, Checkpoint’s Board unanimously approved the proposed transaction. In arriving at itsunanimous recommendation in favor of the transaction, the Special Committee considered severaladditional factors which will be outlined in public filings to be made by Checkpoint. 

The transaction is expected to be completed in the second calendar quarter of 2025. Thetransaction is subject to customary closing conditions, including required regulatory approvals andapproval by the holders of a majority of the voting power of outstanding shares of Checkpointcommon stock, and by the holders of a majority of the shares of Checkpoint common stock that arenot held by Fortress or by certain other affiliates of Checkpoint. 

For the nine-month period ending September 2024, Checkpoint reported $0.04 million in revenueand a net loss of $27.3 million. The R&D expense for the nine-month period was $19.3 million. As ofSeptember 30, 2024, Checkpoint had a cash balance of $4.7 million, outstanding accounts payableand accrued expenses of $15.6 million, and outstanding accounts payable and accrued expenses –related party of $2.0 million.In connection with the transaction, Fortress, which holds a majority of Checkpoint’s outstandingvoting power, has agreed to vote in favor of the transaction.