08.06.15
Emergent BioSolutions Inc. plans to pursue a spin-off of its Biosciences business into a separate, stand-alone publicly-traded company. The spin-off is expected to create two independent public companies with distinct strategic, operational, and development priorities. The new Biosciences company, to be named at a later date, will focus on novel oncology and hematology therapeutics using its core ADAPTIR platform technology in immuno-oncology. Emergent BioSolutions will continue to operate as a global specialty biopharmaceutical company focused on providing specialty products for civilian and military populations that address emerging public health threats.
"The proposed spin-off recognizes that our two operating divisions have evolved into distinct business and investment opportunities. The Biosciences spin-off establishes each as a pure play company with a focused strategy and enables each company to target investors attracted to its business profile," said Daniel J. Abdun-Nabi, president and chief executive officer of Emergent BioSolutions. "This transaction will allow us to accelerate our growth strategy while enabling the new Biosciences company to invest in novel therapeutics in the highly attractive immuno-oncology field. We expect the spin-off to enhance business focus, better align resources to achieve strategic priorities, and unlock significant value for both companies."
In addition to the ADAPTIR (modular protein technology) platform, the new Biosciences company will consist of certain assets in Emergent's Biosciences division, including: MOR209/ES414, a bi-specific therapeutic for metastatic castration resistant prostate cancer currently in Phase I development in partnership with MorphoSys AG, and a commercial product portfolio consisting of IXINITY, WinRho, HepaGam B, and VARIZIG.
Emergent expects to provide the Biosciences company with a fixed cash contribution of $50 million to $70 million. Additional sources of cash to support R&D investment will include commercial product sales and partnership funding.
Emergent will retain the biodefense marketed products and development programs, platform technologies, and manufacturing infrastructure in Gaithersburg, MD and Munich, Germany, cGMP manufacturing facilities in Lansing, MI, Hattiesburg, MS, and Winnipeg, Canada, as well as its CMO fill/finish operations in its Camden site in Baltimore, MD. Emergent's Bayview Campus in Baltimore will continue to operate as an HHS-designated Center for Innovation in Advanced Development and Manufacturing. Emergent's Winnipeg manufacturing facility is expected to serve as primary CMO for some products of the Biosciences company under a long-term manufacturing agreement.
Emergent and the new Biosciences company will have separate management teams and boards of directors. Mr. Abdun-Nabi will remain in his position and Robert G. Kramer will remain executive vice president and chief financial officer of Emergent. Fuad El-Hibri will remain executive chairman of the board.
Marvin L. White will serve as president and chief executive officer of the new Biosciences company. Mr. White is currently a member of Emergent's board of directors. He is the former chief financial officer of St. Vincent's Health, a $2.8 billion multi-hospital health system. Mr. White previously served as executive director and CFO of Lilly USA, and held other positions in corporate finance at Eli Lilly and Co.
"Marvin brings more than two decades of experience as a senior executive of prominent pharmaceutical and healthcare organizations," said Mr. Abdun-Nabi. "Having worked with Marvin on our board for five years, it is clear that his combination of leadership talents and business acumen will serve the new Biosciences company well as it strives to achieve the promise of its product portfolio and platform technology."
"Having witnessed the development of the biosciences business as an Emergent director, I am excited for the opportunity to grow this business as an independent public company by leveraging its innovative ADAPTIR technology in the highly-desirable immuno-oncology field," said Mr. White. "I look forward to working with the talented team within the new Biosciences company to advance its unique product candidates for the benefit of patients."
"The proposed spin-off recognizes that our two operating divisions have evolved into distinct business and investment opportunities. The Biosciences spin-off establishes each as a pure play company with a focused strategy and enables each company to target investors attracted to its business profile," said Daniel J. Abdun-Nabi, president and chief executive officer of Emergent BioSolutions. "This transaction will allow us to accelerate our growth strategy while enabling the new Biosciences company to invest in novel therapeutics in the highly attractive immuno-oncology field. We expect the spin-off to enhance business focus, better align resources to achieve strategic priorities, and unlock significant value for both companies."
In addition to the ADAPTIR (modular protein technology) platform, the new Biosciences company will consist of certain assets in Emergent's Biosciences division, including: MOR209/ES414, a bi-specific therapeutic for metastatic castration resistant prostate cancer currently in Phase I development in partnership with MorphoSys AG, and a commercial product portfolio consisting of IXINITY, WinRho, HepaGam B, and VARIZIG.
Emergent expects to provide the Biosciences company with a fixed cash contribution of $50 million to $70 million. Additional sources of cash to support R&D investment will include commercial product sales and partnership funding.
Emergent will retain the biodefense marketed products and development programs, platform technologies, and manufacturing infrastructure in Gaithersburg, MD and Munich, Germany, cGMP manufacturing facilities in Lansing, MI, Hattiesburg, MS, and Winnipeg, Canada, as well as its CMO fill/finish operations in its Camden site in Baltimore, MD. Emergent's Bayview Campus in Baltimore will continue to operate as an HHS-designated Center for Innovation in Advanced Development and Manufacturing. Emergent's Winnipeg manufacturing facility is expected to serve as primary CMO for some products of the Biosciences company under a long-term manufacturing agreement.
Emergent and the new Biosciences company will have separate management teams and boards of directors. Mr. Abdun-Nabi will remain in his position and Robert G. Kramer will remain executive vice president and chief financial officer of Emergent. Fuad El-Hibri will remain executive chairman of the board.
Marvin L. White will serve as president and chief executive officer of the new Biosciences company. Mr. White is currently a member of Emergent's board of directors. He is the former chief financial officer of St. Vincent's Health, a $2.8 billion multi-hospital health system. Mr. White previously served as executive director and CFO of Lilly USA, and held other positions in corporate finance at Eli Lilly and Co.
"Marvin brings more than two decades of experience as a senior executive of prominent pharmaceutical and healthcare organizations," said Mr. Abdun-Nabi. "Having worked with Marvin on our board for five years, it is clear that his combination of leadership talents and business acumen will serve the new Biosciences company well as it strives to achieve the promise of its product portfolio and platform technology."
"Having witnessed the development of the biosciences business as an Emergent director, I am excited for the opportunity to grow this business as an independent public company by leveraging its innovative ADAPTIR technology in the highly-desirable immuno-oncology field," said Mr. White. "I look forward to working with the talented team within the new Biosciences company to advance its unique product candidates for the benefit of patients."
