- Vertex to develop CTP-656 for potential use in future combination
regimens aimed at treating the underlying cause of CF -
- Concert to receive $160 million in cash with potential for $90
million in future regulatory approval milestone payments -
- Concert to Host Conference Call at 8:30 AM EST to Discuss
Transaction and 2016 Financial Results -
LEXINGTON, Mass.--(BUSINESS WIRE)--
Pharmaceuticals, Inc. (NASDAQ: CNCE) today announced that it has
signed a definitive asset purchase agreement with Vertex
Pharmaceuticals, Inc. (NASDAQ: VRTX) under which Vertex will acquire
CTP-656. CTP-656 is an investigational cystic fibrosis transmembrane
conductance regulator (CFTR) potentiator that has the potential to be
used as part of future once-daily combination regimens of CFTR
modulators that treat the underlying cause of CF. As part of the
agreement, Vertex will pay Concert $160 million in cash for all
worldwide development and commercialization rights to CTP-656. If
CTP-656 is approved as part of a combination regimen to treat CF,
Concert could receive up to an additional $90 million in milestones
based on regulatory approval in the U.S. and reimbursement in the UK,
Germany or France. The agreement is subject to approval by Concert's
shareholders and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. Concert's Board of
Directors unanimously support the transaction and recommend that
Concert's shareholders vote in favor of it.
"With Vertex's clinical and commercial expertise in CF, this agreement
provides the optimal pathway to rapidly advance the development of
CTP-656 for the benefit of cystic fibrosis patients," said Roger Tung,
Ph.D., President and Chief Executive Officer of Concert Pharmaceuticals.
"The financial strength provided to Concert by this agreement will allow
us to advance CTP-543 into pivotal testing and broaden our proprietary
CTP-656 was developed by Concert through the application of deuterium
chemistry to modify Vertex's CFTR potentiator ivacaftor. Ivacaftor was
discovered by Vertex scientists and is approved in the U.S., Europe,
Canada and Australia for people with CF who have specific mutations in
the CFTR gene. CTP-656 has the potential to play a key role in future
once-daily combination regimens to treat CF. Concert is currently
conducting a Phase 2 study of CTP-656 in people with CF who have gating
mutations. As part of the agreement, Vertex will acquire rights to all
of Concert's other CF research and preclinical programs.
Conference Call to Discuss Asset Purchase and 2016 Financial Results
The Company will host a conference call and webcast
today at 8:30 a.m. EST to discuss this announcement and discuss full
year 2016 financial results. To access the conference call, please dial
(855) 354-1855 (U.S. and Canada) or (484) 365-2865 (International) five
minutes prior to the start time.
A live webcast may be accessed in the Investors
section of the company's website at www.concertpharma.com.
Please log on to the Concert website approximately 15 minutes prior to
the scheduled webcast to ensure adequate time for any software downloads
that may be required. A replay of the webcast will be available on
Concert's website for three months.
Additional Information about the Transactions and Where to Find It
This press release is being made in respect of the proposed asset sale
with Vertex. The proposed asset sale and the asset purchase agreement
will be submitted to the shareholders of the Company for their
consideration and approval. In connection with the proposed asset sale,
the Company will file a proxy statement with the SEC. This press release
does not constitute a solicitation of any vote or proxy from any
shareholder of the Company. Investors are urged to read the proxy
statement carefully and in its entirety when it becomes available and
any other relevant documents or materials filed or to be filed with the
SEC or incorporated by reference in the proxy statement, because they
will contain important information about the proposed asset sale. The
definitive proxy statement will be mailed to the Company's shareholders.
In addition, the proxy statement and other documents will be available
free of charge at the SEC's internet website, www.sec.gov.
When available, the proxy statement and other pertinent documents may
also be obtained free of charge at the Investors
section of the Company's website, www.concertpharma.com,
or by directing a written request to Concert Pharmaceuticals, Inc.,
Attn: Investor Relations, in writing, at 99 Hayden Ave, #500, Lexington,
The Company and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed asset sale.
Information about the Company's directors and executive officers is
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2016 filed with the SEC on March 6, 2017. Additional
information regarding these persons and their interests in the
transaction will be included in the proxy statement relating to the
proposed asset sale when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Pharmaceuticals is a clinical stage biopharmaceutical company
focused on applying its DCE
Platform® (deuterated chemical entity platform) to create novel
medicines designed to address unmet patient needs. The Company's
approach starts with approved drugs in which deuterium substitution has
the potential to enhance clinical safety, tolerability or efficacy.
Concert has a broad
pipeline of innovative medicines targeting pulmonary diseases,
including cystic fibrosis, autoimmune and inflammatory diseases and
central nervous systems (CNS) disorders. For more information please
Cautionary Note on Forward Looking Statements
Any statements in this press release about our future expectations,
plans and prospects, including statements about the asset purchase
agreement, potential payments to be received pursuant to the asset
purchase agreement, clinical development of CTP-656 and other statements
containing the words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "would," and similar expressions,
constitute forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as a
result of various important factors, including: the uncertainties
inherent in the initiation of future clinical trials, availability and
timing of data from ongoing and future clinical trials and the results
of such trials, whether preliminary results from a clinical trial will
be predictive of the final results of that trial or whether results of
early clinical trials will be indicative of the results of later
clinical trials, expectations for regulatory approvals, availability of
funding sufficient for our foreseeable and unforeseeable operating
expenses and capital expenditure requirements and other factors
discussed in the "Risk Factors" section of our most recent Annual Report
on Form 10-K filed with the Securities and Exchange Commission and in
other filings that we make with the Securities and Exchange Commission.
In addition, any forward-looking statements included in this press
release represent our views only as of the date of this release and
should not be relied upon as representing our views as of any subsequent
date. We specifically disclaim any obligation to update any
forward-looking statements included in this press release.
Concert Pharmaceuticals Inc., the CoNCERT Pharmaceuticals Inc. logo and
DCE Platform are registered trademarks of Concert Pharmaceuticals, Inc.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170306005321/en/
Concert Pharmaceuticals, Inc.
Justine Koenigsberg (Investors),
Kathryn Morris (Media), 845-635-9828
Source: Concert Pharmaceuticals, Inc.
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