UK-based biotech F-star Therapeutics (NASDAQ: FSTX) released an SEC filing indicating that the proposed acquisition by China’s Sino Biopharmaceutical (HKG: 1177) faces further delays. The notice indicates that on December 28, 2022, the US Committee on Foreign Investment to the US (CFIUS) issued an interim order warning the companies that it would take action to block any move toward a merger unless and until the committee has completed its review of potential national security risks.
Deal Extensions and CFIUS Review
F-Star and Sino Bio extended the previous December 28 deal deadline to December 30 to allow a discussion between involved parties, followed by a further extension to January 29, 2023, the last day of CFIUS’s 45-calendar day review period. The CFIUS may have been responding to an amendment to the merger agreement made by F-Star and Sino Bio on December 20, under which the two sides agreed that the deal would go ahead if not receiving a specific declaration, notification, “or threatened commencement of any legal proceeding” from the CFIUS. The interim injunction means the CFIUS has now threatened legal action.
Market Reaction and Deal Background
F-Star’s share price dropped by just over 40% at the end of trading on Thursday in response to the news. InvoX Pharma, Sino Bio’s UK-based international arm, made an offer of USD 7.12 per share, or USD 161 million in total, to acquire F-Star in a deal that was accepted and announced in June this year. The two firms announced the first extension to the deadline for the deal due to CFIUS’s ongoing review in August, followed by a string of other announced delays.
F-Star’s Pipeline and Future Prospects
F-Star has an attractive pipeline of bispecific antibodies (BsAbs), led by the PD-L1/LAG-3-targeted FS118, currently in Phase II trials for head and neck cancer, non-small cell lung cancer (NSCLC), and diffuse large B-cell lymphoma (DLBCL). Other candidates include FS222, a CD137 (4-1BB) agonist and PD-L1 inhibitor, and FS120, which targets OX40 and CD137(4-1BB). The ongoing delays in the acquisition process underscore the complexities and regulatory hurdles faced by cross-border deals in the biotech sector.-Fineline Info & Tech
