8-KMaterial Agreements

VERTEX PHARMACEUTICALS INC / MA 8-K Report, Material Agreement (Sep 3, 2019)

Filed September 3, 2019For Securities:VRTX

Summary

Vertex Pharmaceuticals Incorporated (VRTX) announced a significant strategic move with the signing of an Agreement and Plan of Merger to acquire Semma Therapeutics, Inc. Semma is a private biotechnology company focused on developing stem cell-derived human islets as a potential cure for type 1 diabetes. This acquisition, valued at approximately $950 million in cash plus additional payments for stock options, represents Vertex's significant investment into a novel therapeutic area with the potential for a transformative impact on a large patient population. The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions, including antitrust review under the Hart-Scott-Rodino Act. Vertex intends to fund the acquisition with existing cash reserves. The acquisition of Semma positions Vertex to enter the diabetes field with a potentially curative therapy, diversifying its pipeline beyond its core focus on cystic fibrosis and creating a new growth avenue.

Key Highlights

  • 1Vertex Pharmaceuticals is acquiring Semma Therapeutics, Inc. for approximately $950 million in cash plus additional payments for stock options.
  • 2Semma Therapeutics is a biotechnology company developing stem cell-derived human islets as a potential cure for type 1 diabetes.
  • 3The acquisition is a significant strategic move for Vertex to enter the type 1 diabetes market with a potentially curative therapy.
  • 4The transaction is expected to be completed in the fourth quarter of 2019, subject to customary closing conditions, including antitrust approval.
  • 5Vertex plans to fund the acquisition using cash on hand or other readily available funds.
  • 6Certain Semma management team members have entered into restrictive covenant agreements with Vertex, effective upon closing.

Frequently Asked Questions

The acquisition of Semma Therapeutics allows Vertex to enter the type 1 diabetes market with a potentially curative therapy. Semma's stem cell-derived islet technology aims to address a significant unmet medical need and offers Vertex a new, high-growth potential area beyond its current focus.

The acquisition is valued at approximately $950 million in cash, plus an additional payment in respect of certain stock options held by Semma shareholders. A portion of the consideration will be held in escrow to cover potential indemnification obligations.

Vertex anticipates the acquisition will be completed in the fourth quarter of 2019. The company intends to fund the transaction using its existing cash on hand or other immediately available funds.

The completion of the merger is subject to certain customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the absence of any material adverse effect on Semma.