Under the terms of the acquisition agreement, Merck will acquire 100 percent of the equity of Abmaxis for $80 million in cash, making Abmaxis a wholly-owned subsidiary of Merck & Co., Inc.
The agreement is expected to close in the second quarter of 2006. Seven Hills Partners LLC served as exclusive financial advisor to Abmaxis in this transaction.
"Our acquisition of Abmaxis provides Merck with the opportunity to optimize and humanize antibodies, as well as to discover new antibodies," said Peter S. Kim, Ph.D., president, Merck Research Laboratories.
"This, coupled with Merck's own industry-leading capabilities in yeast expression technology and our acquisition of GlycoFi and its complementary technologies, positions us to become a significant player in the important and growing field of biologic drugs."
Under a collaboration agreement Merck established with Abmaxis in late 2004, Abmaxis re-engineered a Merck human monoclonal antibody and improved antibody affinity 70-fold while retaining its specificity.
"The overwhelming success of that collaboration was a key factor in Merck's decision to pursue an acquisition with Abmaxis," said Merv Turner, Ph.D., Merck's senior vice president, Worldwide Licensing and External Research.
"That and a visit in March to Abmaxis' headquarters by a Merck team headed by Dr. Kim led to the decision that "this is the kind of superb science we want to bring into Merck."
Dr. Turner added that the Abmaxis technology would also help make Merck a partner of choice for biotechnology companies seeking to develop antibodies against their internal targets.
"Ours has been an excellent collaboration of scientific talent, and we are delighted at this most recent turn in Abmaxis' relationship with Merck," said Shirley Clayton, chief executive officer of Abmaxis.
"We are confident that Merck can maximize the value of our novel technology platform to expand its presence in the biologics field."
Her words were echoed by Dr. Peter Luo, Abmaxis co-founder and chief technology officer, who said, "We are excited by Merck's new game plan and its commitment to build world-class research and development capabilities in biologics. We are looking forward to working with Merck colleagues to achieve that goal."
Richard N. Kender, vice president of Business Development and Corporate Licensing at Merck, noted, "This acquisition is another example of delivering on Merck's strategic objective of acquiring biotechnology companies that complement our pipeline and our considerable internal research capabilities."