Royalty Pharma plc (RPRX) Announces $2.025 Billion Strategic Funding from MorphoSys AG (MOR)

June 2, 2021 7:41 AM EDT

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Royalty Pharma plc (Nasdaq: RPRX) and MorphoSys AG (Nasdaq: MOR) today announced a $2.025 billion strategic funding partnership as part of MorphoSys’ $1.7 billion acquisition of Constellation Pharmaceuticals (Nasdaq: CNST). This partnership is expected to fuel the expansion of the combined company’s capabilities to help enable the development and potential approvals of important cancer treatments.

This funding partnership is anchored by Royalty Pharma’s acquisition of MorphoSys’ rights to receive future royalties on Janssen’s Tremfya (guselkumab). Tremfya is an anti interleukin (IL)-23, approved for the treatment of adults living with moderate to severe plaque psoriasis, and for adults with active psoriatic arthritis and is also in clinical development for ulcerative colitis and Crohn’s disease. In 2020, Tremfya generated sales of $1.347 billion.

Royalty Pharma will also acquire the rights to receive royalties and certain milestone payments on four attractive development-stage therapies:

  • Gantenerumab, an anti-amyloid-beta monoclonal antibody, in Phase 3 development for Alzheimer’s disease by Roche. Royalty Pharma will purchase the rights to receive 60% of MorphoSys’ future royalties on gantenerumab.
  • Otilimab, a fully human monoclonal antibody that inhibits granulocyte-macrophage colony-stimulating factor (GMCSF), in Phase 3 development for rheumatoid arthritis by GlaxoSmithKline. Royalty Pharma will purchase the rights to receive 80% of MorphoSys’ future royalties and 100% of its future milestones on otilimab.
  • Pelabresib, a bromodomain and extra-terminal (BET) inhibitor for myelofibrosis, in Phase 3 development by Constellation. Royalty Pharma will purchase the rights to receive 3% of future net sales of pelabresib.
  • CPI-0209, a second-generation enhancer of zeste homolog 2 (EZH2) inhibitor, in Phase 2 development for hematological malignancies and solid tumors by Constellation. Royalty Pharma will purchase the rights to receive 3% of future net sales of CPI-0209.

Strategic Funding Partnership

The long-term strategic funding partnership agreement is comprised of the following terms:

  • $1.425 billion upfront payment: In exchange for the rights to receive 100% of MorphoSys’ future royalties on Tremfya, 80% of MorphoSys’ future royalties and 100% of MorphoSys’ future milestone payments on otilimab, 60% of MorphoSys’ future royalties on gantenerumab, and 3% of future net sales of Constellation’s clinical stage assets (pelabresib and CPI-0209), Royalty Pharma will make a $1.425 billion upfront payment to MorphoSys, supporting its growth strategy. The proceeds will be used to support the financing of the Constellation transaction and the development of the combined pipeline.
  • Milestone payments: Royalty Pharma will make additional payments to MorphoSys of up to $150 million upon reaching certain milestones for otilimab, gantenerumab and pelabresib.
  • $350 million Development Funding Bonds: Royalty Pharma will provide MorphoSys with access to up to $350 million in Development Funding Bonds, with the flexibility to draw over a one year period, with a minimum draw of $150 million.
  • Equity Investment: After completion of the transaction, Royalty Pharma will purchase $100 million of ordinary shares of MorphoSys based on the average trading price of the shares over a period preceding the closing of the transaction. The investment will be subject to the required resolutions by the management board (Vorstand) and the supervisory board (Aufsichtsrat) of MorphoSys, and will constitute a cash capital increase of MorphoSys under an authorization to exclude subscription rights of existing shareholders. The new shares will be listed on the Frankfurt Stock Exchange.

“We are excited to partner with MorphoSys on this important transaction, which demonstrates the breadth of our funding capabilities and the unique role Royalty Pharma can play in M&A,” said Pablo Legorreta, founder and Chief Executive Officer of Royalty Pharma. “By partnering on this important transaction, MorphoSys and Royalty Pharma have created a true win-win situation with the potential to improve the lives of cancer patients worldwide. In addition, this transaction adds one blockbuster drug and four attractive development-stage therapies to our pipeline, further diversifies our portfolio and significantly enhances our long-term expected growth.”

“This transformational acquisition of Constellation represents a major step forward for MorphoSys as we bolster our position in hematology-oncology,” said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys “We are thrilled to announce this partnership with Royalty Pharma, which is providing more than $2 billion to fuel our proprietary drug development and commercialization. We are confident they will be a strong financial partner for years to come, enabling us to fund our growth and – with the addition of Constellation’s innovative pipeline – bring our attractive new candidates to patients.”

Royalty Pharma Financial Guidance

This strategic funding partnership with MorphoSys is expected to further diversify Royalty Pharma’s portfolio with long-duration and innovative therapies. Royalty Pharma expects this transaction to add at least $150 million to Adjusted Cash Receipts by 2025 from only the Tremfya royalty and the minimum $150 million draw from the Development Funding Bonds with significant upside potential from the development-stage therapies.

Royalty Pharma expects to fund this transaction with existing cash on the balance sheet and to maintain significant financial capacity to deploy capital on additional value-creating opportunities. The transaction is contingent on the closing of MorphoSys’ acquisition of Constellation, which is expected in the third quarter of 2021.

Royalty Details

TherapyTherapeutic AreaEstimated Royalty ExpirationRoyalty Rate
TremfyaImmunology2031-2032Tiered mid-single digit royalty
GantenerumabAlzheimer’s disease2033-2035Tiered between 5.5% and 7.0%; Royalty Pharma will be entitled to 60% of total royalties
OtilimabRheumatoid arthritis, COVID2031-2035Tiered double-digit royalty; Royalty Pharma will be entitled to 80% of total royalties
PelabresibCancerNot disclosed3% of worldwide net sales
CPI-0209CancerNot disclosed3% of worldwide net sales

Conference Call Information

Royalty Pharma will host a conference call and simultaneous webcast to discuss the transaction today, Wednesday, June 2 at 8:45 a.m. Eastern Time. A live webcast may be accessed from the “Events” page of the company’s website at https://www.royaltypharma.com/investors/news-and-events/events. Please allow at least five minutes to register and access the presentation. A replay of the conference call and webcast will be archived on the company's website for at least 30 days. To ask a question during the live broadcast or listen without internet access, please dial in at least 15 minutes in advance to ensure a timely connection to the call. The conference call can be accessed live over the phone by dialing +1 (833) 519-1253, or for international callers by dialing +1 (914) 800-3826. The passcode to access the conference call is 6878797.

Advisors

Goodwin Procter, Dechert and Maiwald acted as legal advisors to Royalty Pharma. Goldman Sachs Bank Europe SE acted as financial advisor to MorphoSys and Skadden, Arps, Slate, Meagher & Flom LLP acted as its legal advisor. Centerview Partners LLC and PJT Partners acted as financial advisors to Constellation and Wachtell, Lipton, Rosen & Katz acted as its legal advisor.



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