On December 3, 2023 Carmot Therapeutics Inc. (Carmot), a clinical-stage biotechnology company dedicated to developing life-changing therapeutics for people living with metabolic diseases including obesity and diabetes, reported that it has entered into a definitive merger agreement for Roche to acquire Carmot at a purchase price of $2.7 billion upfront and the potential for $400 million in milestone payments (Press release, Carmot, DEC 3, 2023, View Source [SID1234638120]).
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"We are proud of the pipeline that we have built in obesity and diabetes and the strong data we have generated to date," said Heather Turner, JD, Chief Executive Officer of Carmot. "With distinct routes of administration and the potential for combinations, we feel Carmot’s pipeline has the potential to meet patients where they are in their metabolic journey and have a significant impact on patients’ lives. We are confident that Roche will enable robust development of our programs and help us achieve our goal of delivering life-changing therapeutics for people living with metabolic and potentially other diseases."
Carmot’s clinical pipeline includes subcutaneous and oral incretins with best-in-class potential to treat obesity in patients with and without diabetes. CT-388 is a weekly injectable, Phase 2 ready, dual GLP-1/GIP receptor agonist for the treatment of obesity in patients with and without type 2 diabetes. CT-996, currently in Phase 1, is a once-daily oral, small molecule GLP-1 receptor agonist intended to treat patients with obesity and type 2 diabetes. CT-868 is a Phase 2, once-daily subcutaneous injectable, dual GLP-1/GIP receptor agonist intended for the treatment of type 1 diabetes patients with overweight or obesity. Carmot also has preclinical programs in development for the treatment of metabolic diseases.
"The obesity epidemic is a worldwide crisis and only continues to worsen. By 2035 it is estimated that nearly half the world’s population will be overweight or obese1," said Tim Kutzkey, PhD, Chair of Carmot’s Board of Directors. "A health problem of this magnitude requires significant commitment and resources to address, and we believe that patients will be best served with Carmot’s pipeline backed by the drug development expertise, extensive resources and worldwide reach of Roche."
Terms of the Agreement
Under the terms of the agreement, Roche will pay Carmot’s equity holders $2.7 billion in cash at the closing of the transaction. Additionally, Carmot’s equity holders are entitled to receive payments of up to $400 million on the achievement of certain milestones. Carmot and its employees will join the Roche Group as part of Roche’s Pharmaceuticals Division.
The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The closing of the transaction is expected to take place in the first quarter of 2024.
Centerview Partners LLC and J.P. Morgan Securities LLC are acting as financial advisors and Cooley LLP is acting as legal counsel for Carmot.