BioCryst宣布收购Astria Therapeutics

RESEARCH TRIANGLE PARK, N.C. and BOSTON, Oct. 14, 2025 (GLOBE NEWSWIRE) -- BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX) and Astria Therapeutics, Inc. (Nasdaq: ATXS) today announced that the companies have entered into a definitive agreement under which BioCryst has agreed to acquire Astria, a biopharmaceutical company focused on developing life-changing therapies for allergic and immunologic diseases, for a mix of cash and stock representing an implied value of $13.00 per Astria share, and approximately $700 million in enterprise value. The transaction was unanimously approved by both the BioCryst and Astria Boards of Directors. Upon closing of the transaction, which is expected in the first quarter of 2026 subject to customary closing conditions, Jill C. Milne, Ph.D., Chief Executive Officer of Astria Therapeutics, will join the BioCryst board of directors. 

Astria’s lead product candidate navenibart is an injectable, long-acting, monoclonal antibody inhibitor of plasma kallikrein for hereditary angioedema (HAE) prophylaxis. Navenibart’s potentially best-in-class clinical profile and highly differentiated every 3- and 6-month administration schedule could offer significant improvements over existing injectable options and address key unmet needs in the HAE patient community.

BioCryst’s established commercialization infrastructure and deep expertise in HAE are expected to maximize the reach of navenibart, expanding access for patients. With the addition of navenibart, BioCryst’s portfolio will include both a leading oral and potentially best-in-class injectable therapy for HAE, empowering physicians and patients with optimal choices for individualized care.

Upon closing of the transaction, BioCryst will also obtain Astria’s early-stage program for atopic dermatitis, STAR-0310. BioCryst plans to seek strategic alternatives for this asset.

“We believe this transaction gives BioCryst a perfect second product candidate that fits seamlessly with our HAE core competency and enables us to build out a comprehensive portfolio that could offer the most patient-friendly option, regardless of administration preference,” said Jon Stonehouse, Chief Executive Officer of BioCryst. “Navenibart can emerge as the injectable of choice for patients seeking infrequent, pain-free dosing, strong attack control, and a mechanism of action they know and understand. With our leading product, Orladeyo, and navenibart’s potentially best-in-class profile, we will be well-positioned to drive sustainable growth and profitability while optimally serving the HAE patient community.”

“We are thrilled to have navenibart become an integral part of BioCryst’s HAE portfolio, advancing our shared mission of empowering patients to live beyond the limitations of their disease,” said Jill C. Milne, Ph.D., Chief Executive Officer of Astria Therapeutics. “We have great confidence in BioCryst's proven expertise and ability to successfully bring navenibart to patients who need better options for managing HAE and improving their quality of life. Importantly, this transaction represents a compelling outcome for Astria stockholders, providing cash for their shares at closing as well as continued ownership of BioCryst. I am incredibly proud of our talented Astria team, whose dedication and hard work have brought us to this important milestone.”

Compelling Strategic Benefits:

Portfolio expansion with late-stage, rare disease product candidate. Navenibart is in Phase 3 clinical development with top line data from the pivotal ALPHA-ORBIT trial expected in early 2027 and has the potential to be the leading injectable HAE treatment. In earlier clinical trials, navenibart demonstrated strong efficacy and a favorable safety and tolerability profile.

Significant opportunity for innovation in HAE prophylaxis. BioCryst anticipates a navenibart commercial launch into an addressable market of over 5,000 patients treated with injectable prophylaxis, many of whom prefer a longer-acting, lower treatment burden option. Navenibart’s highly differentiated clinical profile positions it to transform the current injectable treatment landscape.

Commercialization infrastructure enables a steep launch curve. BioCryst’s proven track record of successful commercial execution, driven by experienced sales and marketing teams, a robust patient services platform, state-of-the-art data analytics, and strong stakeholder relationships, represents a repeatable playbook to accelerate both the growth trajectory for navenibart and access for patients from launch.

Compelling Financial Benefits:

Transforms long-term revenue growth trajectory. The addition of navenibart has the potential to extend BioCryst’s runway for double digit revenue growth through the next decade.

Maintains strong near-term financial profile. BioCryst anticipates continued profitability (non-GAAP) and positive cash flow post-transaction.

Significant operating synergies with immediate upside post-launch. BioCryst expects the transaction to be accretive to operating profit (non-GAAP) in the first full year of revenue after navenibart’s anticipated launch. BioCryst will leverage its existing industry-leading commercialization infrastructure to accelerate navenibart’s launch and deliver substantial operating synergies over time.

Transaction Details

Under the terms of the agreement, BioCryst will acquire all outstanding shares of Astria for consideration per share consisting of $8.55 in cash and 0.59 shares of BioCryst common stock, which, based on BioCryst’s 20-day VWAP of $7.54 as of October 8, 2025, reflects an implied value of $13.00 per share of Astria and approximately $700 million in enterprise value. The implied $13.00 value of the per share merger consideration represents a premium of approximately 53% over Astria’s closing share price on October 13, 2025, and 71% over Astria’s 20-day VWAP as of October 13, 2025.

BioCryst paid off all remaining debt from Pharmakon on October 8, 2025, after the closing of sale of its European business. As part of this transaction, BioCryst has also entered into a debt commitment letter for a strategic financing facility with funds managed by Blackstone with a total capacity of up to $550 million. BioCryst expects the cash portion of total consideration to be funded with cash on hand and a portion of the Blackstone facility.

Astria stockholders will own approximately 15% of proforma equity in the combined company based on basic shares outstanding. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2026, pending customary regulatory approvals and approval by Astria stockholders. Certain stockholders of Astria, including each director and each executive officer, as well as affiliates of Perceptive Advisors, LLC, Astria’s largest stockholder, have entered into voting and support agreements in support of the transaction.

Advisors

BofA Securities, Inc. is serving as exclusive financial advisor and Covington & Burling LLP is serving as legal counsel to BioCryst. Evercore is serving as exclusive financial advisor and Sidley Austin LLP is serving as legal counsel to Astria.

Conference Call and Webcast

BioCryst management will host a conference call and webcast at 8:00 a.m. ET today to discuss the transaction. The live call may be accessed by dialing 1-844-481-2942 for domestic callers and 1-412-317-1866 for international callers. A live webcast and replay of the call will be available online in the investors section of the company website at www.biocryst.com.