Bayer acquires AskBio for $2B now — up to $2B later

Company feels acquisition will fuel cell, gene therapy platform with potential to bring urgently needed treatments

Bayer announced Monday it has acquired Asklepios BioPharmaceutical, a North Carolina-based biopharmaceutical company known as AskBio that specializes in the research, development and manufacturing of gene therapies across different therapeutic areas.

Under the terms of the agreement, Bayer will pay an upfront consideration of $2 billion and potential success-based milestone payments of up to $2 billion.

Some 75% of the potential success-based milestone payments are expected to be due during the course of the next five years and the remaining amount thereafter.

Closing of the transaction is contingent on customary conditions, including receipt of the required regulatory approvals, and is expected to take place during the fourth quarter of 2020.

Founded in 2001, AskBio is a privately held, clinical-stage gene therapy company dedicated to improving the lives of children and adults with genetic disorders.

Bayer officials feel the acquisition will fuel its cell and gene therapy platform with potential to bring urgently needed treatments to patients across multiple disease areas with high unmet need.

AskBio’s development portfolio includes investigational preclinical and clinical stage candidates for the treatment of neuromuscular, central nervous system, cardiovascular and metabolic diseases.

Bayer, which has a strong U.S. presence in Whippany, will own full rights to AskBio’s gene therapy platform, including a broad intellectual property portfolio and an established contract development and manufacturing organization laying the foundation for future partnerships in the area of adeno-associated virus therapies.

The deal follows the 2019 acquisition of BlueRock Therapeutics and consolidates Bayer’s ambition to create platforms with the potential to have an impact in multiple therapeutic areas.

Bayer Chairman Werner Baumann said the acquisition is in line with the company’s mission.

“In line with our purpose ‘science for a better life,’ we are committed to bringing significant improvements for patients through innovation,” he said in a statement. “With this acquisition, Bayer significantly advances the establishment of a cell and gene therapy platform that can be at the forefront of breakthrough science, contributing to preventing or even curing diseases caused by gene defects and further driving company growth in the future.”

Sheila Mikhail, co-founder and CEO of AskBio, said the companies are a perfect match.

“With Bayer‘s worldwide reach and translational expertise, especially in pathway diseases, our combined cultures of scientific advancement and commitment to patients, along with the retention of AskBio’s independent structure, Bayer and AskBio are positioned to provide accelerated development of gene therapies to treat more patients who can benefit from them,” she said.

Stefan Oelrich, a member of the board and president of Bayer’s pharmaceuticals division, said the acquisition is part of the company’s goals of building new therapeutic platforms, including cell and gene therapies.

“As an emerging leader in the rapidly advancing field of gene therapies, the expertise and portfolio of AskBio supports us in establishing highly innovative treatment options for patients and further strengthens our portfolio,” he said. “We want to help patients whose medical needs are not yet met by today’s treatment options, and we are looking forward to work together with the team at AskBio.”

Richard Jude Samulski, co-founder and chief scientific officer of AskBio, saluted the deal.

“Our innovation in capsid reengineering and promoter design, coupled with our scaled manufacturing processes, gives us the tools to provide gene therapy solutions to more people suffering from a wider spectrum of disease that is not being adequately treated today,” he said.

Through the acquisition, Bayer will add an industry-leading adeno-associated virus-based gene therapy platform to its portfolio, which has already demonstrated applicability across different therapeutic areas. Besides multiple clinical-stage assets for indications with high unmet need, the acquisition includes a state-of-the-art gene therapy technology platform as well as existing gene therapy manufacturing platform.

Gene therapy offers new treatment options for many currently untreatable diseases, particularly genetic diseases caused by a single genetic defect.

AskBio’s gene therapy platform includes an industry-leading cell line manufacturing process and an extensive AAV capsid and promoter library. The company has generated hundreds of proprietary third-generation AAV capsids and promoters that offer differentiation through potentially improved efficacy, immune response and tissue and organ specificity.

The platform represents one of the most advanced gene therapy platforms with the promise to also tackle polygenetic indications, thereby also helping a larger number of patients. AskBio’s lead research programs, which are focused on Pompe disease, Parkinson’s disease and congestive heart failure, are currently in early phases of clinical development.

To preserve its entrepreneurial culture as an essential pillar for nurturing successful innovation, AskBio will continue to operate as an independent company on an arm’s-length basis. Bayer’s newly established CGT unit will bundle Bayer’s activities in this area moving forward in order to establish an innovation ecosystem for the participating partners within the Bayer organization.

Credit Suisse is serving as financial adviser to Bayer, while Baker McKenzie is serving as legal counsel. JP Morgan is serving as financial adviser to AskBio, while Ropes & Gray is serving as legal counsel.