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.

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