Halozyme’s $2.1bn Evotec bid: First the ins, now the out

Earlier this month, Halozyme Therapeutics made a bid to combine with Germany-based life science services firm Evotec for roughly €2 billion ($2.1 billion). The proposal would “diversify and extend Halozyme revenue and EBITDA growth and durability well into the next decade and beyond,” according to CEO Helen Torley, though it came as somewhat a surprise to Evotec.

“With respect to a media report, Evotec SE (“Company”) declares that it has received, without prior contact, a non-binding expression of interest from the listed US biotechnology company Halozyme Therapeutics Inc. regarding a takeover offer addressed to the shareholders of the Company with an offer price of €11.00 per share,” Evotec wrote in an ad hoc comment last week. “The Company will carefully analyze this expression of interest, decide on next steps, and inform the capital market in accordance with the legal requirements.”

Having doubled down its desire to merge last week, the firm retracted the bid Friday, claiming “Evotec has been unwilling to engage with us to explore a potential combination and a company spokesperson has publicly commented that its goal is to remain an independent company.”

Torley said: “Early on, we had informal discussions with a member of the Supervisory Board and communicated our interest in exploring a potential business combination. Subsequently, we sought to earnestly engage Evotec's chairwoman of the Supervisory Board on Halozyme's vision, and our thoughts as to the many benefits of the transaction; regrettably, our multiple requests to meet were not accepted. Thus, a formal bona fide proposal to the CEO was the only way to convey that our interest in exploring a potential transaction was strong, credible and well informed.

“It has now become evident that there is no interest at this time on the part of Evotec's Supervisory and Management Boards to engage constructively with Halozyme and explore a potential transaction.”

Halozyme is a pioneer in the drug delivery space, with its Enhanze platform supporting numerous big pharma firms – including Roche, J&J, and Bristol Myers Squibb – in their development of subcutaneous biologics.

The technology consists of recombinant human hyaluronidase PH20 (rHuPH20), which helps overcome resistance to bulk fluid flow in the extracellular matrix, allowing high volumes of large molecules to be delivered under the skin. According to the firm, seven products incorporating the Enhanze platform have received approvals, including Roche’s Tecentriq SC (atezolizumab) and Herceptin SC (trastuzumab), argenx’ Vyvgart Hytrulo (efgartigimod alfa and hyaluronidase), and Takeda’s Hyqvia (Immune Globulin Infusion 10%).

Along with significant discovery and R&D assets, Evotec would have broought Halozyme biologics contract development and manufacturing organization (CDMO) Just-Evotec.

The division, added for $90 million in May 2019, runs two facilities offering product and process development capabilities – including cell line development, up and downstream processing, and formulation development – in addition to early and late stage clinical supply and commercial manufacturing. The second “J.POD” facility opened in September in Toulouse, France, complementing the firm’s inaugural site in Redmond, Washington.

The facilities incorporate Just-Evotec’s continuous manufacturing platform. This includes the firm’s proprietary J.CHO cell line, a Chinese hamster ovary (CHO)-K1 host that is genetically engineered for glutamine synthetase (GS) knock-out, and a chemically defined media for perfusion culture of the line, allowing scalability in bioreactors of 3–1,000 L. Speaking at the BioProcess International Theater at BIO in June, Jon Gunther, vice president of business development, said the platform can reduce the cost of goods sold (COGS) by as much as 75%, using an example of a 15-day, 500-L perfusion culture producing a run yielding 5–8 kg of material.

The proposal had come “as a surprise to many, since the deal would essentially transform the company from a therapeutics-based drug delivery platform into a healthcare services company,” Evercore ISI analyst Michael DiFiori wrote in a note last week, before the withdrawal.

“Bottom line: a lot still needs to happen in order for this deal to materialize and, assuming it does, Halozyme’s existing investor base would need to adapt accordingly.”