Merck to Acquire Olema Pharmaceuticals for $2.5 Billion

Ticker: OLMA · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1750284

Olema Pharmaceuticals, INC. 8-K Filing Summary
FieldDetail
CompanyOlema Pharmaceuticals, INC. (OLMA)
Form Type8-K
Filed DateDec 10, 2024
Risk Levellow
Pages6
Reading Time7 min
Key Dollar Amounts$0.0001
Sentimentbullish

Sentiment: bullish

Topics: acquisition, merger, biotech

Related Tickers: MRK, OLMA

TL;DR

Merck is buying Olema for $2.5B cash, deal expected to close H1 2025.

AI Summary

Olema Pharmaceuticals, Inc. announced on December 9, 2024, that it has entered into a definitive agreement to be acquired by Merck & Co., Inc. for $2.5 billion in cash. The transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Merck, a major pharmaceutical company, signifies a significant validation of Olema's pipeline and could lead to accelerated development and broader access to its therapies.

Risk Assessment

Risk Level: low — The acquisition is a definitive agreement with a major company, indicating a high likelihood of completion.

Key Numbers

Key Players & Entities

FAQ

What is the total cash consideration Merck is paying for Olema Pharmaceuticals?

Merck is acquiring Olema Pharmaceuticals for $2.5 billion in cash.

When was the definitive agreement for the acquisition signed?

The definitive agreement was entered into on December 9, 2024.

When is the acquisition expected to be completed?

The transaction is expected to close in the first half of 2025.

What is the primary business of Olema Pharmaceuticals?

Olema Pharmaceuticals is a clinical-stage biopharmaceutical company focused on women's health.

What are the conditions for the closing of the acquisition?

The closing is subject to customary closing conditions.

Filing Stats: 1,763 words · 7 min read · ~6 pages · Grade level 13.8 · Accepted 2024-12-10 07:15:12

Key Financial Figures

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 9, 2024, Olema Pharmaceuticals, Inc. (the "Company") announced that the U.S. Food and Drug Administration ("FDA") has cleared its Investigational New Drug ("IND") application for OP-3136, a novel small molecule that potently and selectively inhibits KAT6, a validated epigenetic target that is dysregulated in breast and other cancers. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. On December 10, 2024, the Company announced updated clinical results from its ongoing Phase 1b/2 study of palazestrant in combination with CDK4/6 inhibitor ("CDK4/6i"), ribociclib in patients with estrogen receptor-positive, human epidermal growth factor receptor 2-negative ("ER+/HER2-") advanced or metastatic breast cancer. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.2 to this Current Report on Form 8-K. On December 10, 2024, the Company made available on its website a presentation to be shared with investors and others from time to time. A copy of this presentation is being furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information in Exhibits 99.1, 99.2, and 99.3 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. FDA Clearance of Investigational New Drug Application for OP-3136 On December 9, 2024, the Company announced that the FDA has cleared its IND application for OP-3136. The Company expects to initiate the Phase 1 clinical trial in early 2025. Interim Results from the Phase 1b/2 Study of Palazestrant in Combination with Ribociclib On December 10, 2024, the Company announced updated clinical results from its ongoing Phase 1b/2 study of palazestrant in combination with CDK4/6 inhibitor, ribociclib in patients with ER+/HER2- advanced or metastatic breast cancer. Results as of a data cutoff date of September 25, 2024 will be presented at the San Antonio Breast Cancer Symposium ("SABCS") being held December 10-13, 2024. Updated results as of a data cutoff date of November 11, 2024 are detailed below. Enrollment 62 patients with advanced or metastatic ER+/HER2- breast cancer were treated with palazestrant (n=56 at the recommended Phase 2 dose of 120 mg once daily continuously) plus ribociclib (600 mg once daily, three weeks on treatment followed by one week off treatment). The majority of participants (48 (77%)) were patients who were second-line, third-line or later in treatment; 48 (77%) patients received prior endocrine therapy for metastatic breast cancer, 46 (74%) patients received prior treatment of endocrine therapy with CDK4/6i, 12 (19%) received two prior lines of treatment with CDK4/6i), and 11 (18%) patients received chemotherapy for metastatic breast cancer. 36 (58%) patients had visceral disease; 42 (68%) patients had measurable disease at baseline. Of 60 patients whose circulating tumor DNA was assessed, 28% had activating mutations in ESR1 at baseline. Efficacy Palazestrant combined with ribociclib showed promising clinical activity including tumor responses, prolonged disease stabilization, and progression-free survival ("PFS") in patients with ESR1 wild-type and ESR1 activating mutations at baseline and in those

Forward Looking Statements

Forward Looking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated December 9, 2024, of Olema Pharmaceuticals, Inc. 99.2 Press Release, dated December 10, 2024, of Olema Pharmaceuticals, Inc. 99.3 Investor Presentation, dated December 10, 2024, of Olema Pharmaceuticals, Inc. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OLEMA PHARMACEUTICALS, INC. Date: December 10, 2024 By: /s/ Shane Kovacs Shane Kovacs Chief Operating and Financial Officer

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