Ono Pharmaceutical Co., Ltd. entered into a definitive merger agreement to acquire Deciphera Pharmaceuticals, Inc. for $2.2 billion.
April 28, 2024
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Ono Pharmaceutical Co., Ltd. (TSE:4528) entered into a definitive merger agreement to acquire Deciphera Pharmaceuticals, Inc. (NasdaqGS:DCPH) for $2.2 billion on April 29, 2024. Under the agreement, ONO will acquire all outstanding shares of Deciphera common stock for $25.60 per share in cash through a tender offer and any shares of common stock of Deciphera not tendered into the offer will receive the same per share consideration payable in the tender offer. ONO will promptly commence the tender offer, and it will expire 20 business days after its commencement, unless otherwise extended. If the tender offer conditions are not satisfied, ONO may be required to extend the tender offer under certain circumstances. In connection with the execution of the merger agreement, certain stockholders of the Company owning approximately 28% of the outstanding shares of Deciphera Common Stock have entered into Tender and Support Agreements pursuant to which they will tender all of their owned shares in the offer. Upon completion of the Acquisition, Deciphera will operate as a standalone business of ONO Group, from its headquarters in Waltham, Massachusetts. In case of termination, Deciphera will be required to pay ONO, a termination fee in the amount of $78.8 million. As of May 1, 2024, the offer will expiry on June 10, 2024. Post completion, Deciphera will no longer be trading as a public company.
The Acquisition is subject to customary closing conditions, including U.S. antitrust clearance, acceptance of payment for the tendered shares and the tender of a majority of Deciphera?s outstanding shares of common stock. The Acquisition is expected to close in the third quarter of 2024. J.P. Morgan Securities LLC is serving as exclusive financial advisor to Deciphera and Lisa R. Haddad, Richard A. Hoffman, Sarah Ashfaq and James Ding of Goodwin Procter LLP is serving as legal counsels. BofA Securities is serving as financial advisor to ONO and Michael D. Helsel and Chia-Feng Lu of Greenberg Traurig is serving as legal counsels. Deciphera Board has received the written opinion of J.P. Morgan Securities LLC. Georgeson LLC acted as an information agent to Deciphera.
Deciphera Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing new medicines to improve the lives of people with cancer. The Company is leveraging its switch-control kinase inhibitor platform in kinase biology to develop a portfolio of medicines. The Company's QINLOCK, is a switch-control kinase inhibitor, engineered using its drug discovery platform and developed for the treatment of fourth-line gastrointestinal stromal tumor (GIST). In addition to QINLOCK, it has developed a robust pipeline of drug candidates using its switch-control kinase inhibitor platform, including vimseltinib and DCC-3116. Vimseltinib is an investigational, orally administered, potent, and highly-selective switch-control kinase inhibitor of colony stimulating factor 1 receptor (CSF1R) kinase for the potential treatment of tenosynovial giant cell tumor (TGCT). DCC-3116 is a Phase 1/2 inhibitor of ULK kinases being developed to inhibit autophagy.
DECIPHERA PHARMACEUTICALS, INC. 
