Deciphera Pharmaceuticals, Inc. (NASDAQ: DCPH), a prominent biopharmaceutical entity with a focus on pioneering medicines for cancer treatment, has announced its forthcoming acquisition by ONO Pharmaceutical Co., Ltd. (ONO) in a definitive merger agreement. The acquisition, valued at $2.4 billion, will be executed through a tender offer followed by a merger of Deciphera with a wholly-owned subsidiary of ONO. The transaction has garnered unanimous approval from the boards of directors of both companies.

The merger signifies a strategic collaboration aimed at enhancing the development and commercialization of innovative drugs, with a particular emphasis on improving patient outcomes in the global fight against cancer. By combining Deciphera's specialized research and development capabilities in kinase drug discovery, established commercial and sales platforms in the United States and Europe, and extensive global clinical development capabilities, with ONO’s resources and strategic priorities, the partnership aims to accelerate the delivery of impactful medicines worldwide.

Deciphera brings to the table its flagship product, QINLOCK®, a switch-control inhibitor approved for the treatment of fourth-line gastrointestinal stromal tumor (GIST), along with a diverse pipeline of potential oncology medicines. Notably, Vimseltinib, a highly selective switch-control kinase inhibitor, has demonstrated promising pivotal clinical data for the treatment of tenosynovial giant cell tumor (TGCT), positioning it as a potentially best-in-class and first-in-class agent in this therapeutic area.

Steven L. Hoerter, President and Chief Executive Officer of Deciphera, expressed confidence in the transaction's ability to amplify the impact of both organizations in the field of oncology. He highlighted the immediate value it provides to Deciphera shareholders, the expanded opportunities for its dedicated team, and the heightened potential for advancing patient care.

ONO's Representative Director, Chairman of the Board, and Chief Executive Officer, Gyo Sagara, underscored the strategic significance of the acquisition, emphasizing its potential to broaden ONO's oncology portfolio, strengthen its presence in the United States and Europe, and bolster kinase drug discovery research efforts. Sagara emphasized the alignment of Deciphera's patient-centric mission with ONO’s commitment to fighting disease and alleviating pain.

The transaction is structured as a tender offer followed by a merger, with ONO acquiring all outstanding shares of Deciphera at $25.60 per share in cash. This price reflects a significant premium of 74.7% to Deciphera’s closing share price on April 26, 2024, indicating a robust valuation of Deciphera’s assets and capabilities.

The completion of the Acquisition is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of Deciphera’s outstanding shares of common stock. Certain stockholders of Deciphera, owning approximately 28% of the outstanding shares, have already entered into Tender and Support Agreements, indicating their commitment to the transaction.

Upon finalization, Deciphera will operate as a standalone business within the ONO Group, maintaining its headquarters in Waltham, Massachusetts.

In light of the impending Acquisition, Deciphera will not host a first quarter 2024 earnings call but will proceed with filing a Form 10-Q as usual.

J.P. Morgan Securities LLC and Goodwin Procter LLP are serving as exclusive financial advisor and legal counsel to Deciphera, respectively, while BofA Securities and Greenberg Traurig are fulfilling the same roles for ONO.

The Acquisition is anticipated to close in the third quarter of 2024, signaling a significant milestone in the collaboration between two entities dedicated to advancing cancer treatment and patient care on a global scale.