Amgen to Acquire Scholar Rock for $792M

Ticker: SRRK · Form: 8-K · Filed: Jun 24, 2024 · CIK: 1727196

Sentiment: bullish

Topics: acquisition, biotech, merger

Related Tickers: AMGN

TL;DR

Amgen buying Scholar Rock for $792M cash, deal expected Q3 2024.

AI Summary

Scholar Rock Holding Corp. announced on June 24, 2024, that it has entered into a definitive agreement to be acquired by Amgen Inc. for $20.00 per share in cash, representing a total equity value of approximately $792 million. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Amgen, a major biotechnology company, signifies a significant validation of Scholar Rock's platform and pipeline, potentially accelerating the development of new therapies.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

Key Players & Entities

FAQ

What is the primary reason for Amgen's acquisition of Scholar Rock?

While not explicitly stated as the sole reason, the acquisition is likely driven by Amgen's interest in Scholar Rock's pipeline and platform, particularly in areas like fibrotic diseases and muscle wasting, which could complement Amgen's existing portfolio.

What is the expected timeline for the completion of the acquisition?

The acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

What is the total value of the transaction?

The transaction has a total equity value of approximately $792 million.

What is the price per share being offered to Scholar Rock shareholders?

Scholar Rock shareholders will receive $20.00 per share in cash.

Are there any specific regulatory hurdles mentioned for the acquisition?

The filing mentions that the acquisition is subject to 'customary closing conditions,' which would typically include regulatory approvals, but no specific hurdles are detailed in this 8-K.

Filing Stats: 1,064 words · 4 min read · ~4 pages · Grade level 9.2 · Accepted 2024-06-24 07:13:04

Key Financial Figures

Filing Documents

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 23, 2024, Scholar Rock Holding Corporation (the "Company") presented new data from its preclinical study of SRK-439 in combination with GLP-1 receptor agonist ("GLP1-RA") in an oral presentation during the American Diabetes Association ("ADA") 84th Scientific Sessions. A copy of the press release relating to the ADA presentation is attached hereto as Exhibit 99.1 and a copy of the ADA presentation slides are attached hereto as Exhibit 99.2. The information in this report furnished pursuant to Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed "filed" for the 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 and Exhibits 99.1 and 99.2 of this report.

01. Other Events

Item 8.01. Other Events. On June 23, 2024, the Company presented new data from its preclinical study of SRK-439 in combination with GLP-1RAs. The preclinical study tested a murine equivalent of SRK-439 in a diet-induced obesity ("DIO") mouse model. Mice were given either a high-fat diet plus semaglutide (0.04 mg/kg, daily) and an IgG control antibody (weekly, 10 mg/kg), or a high-fat diet plus semaglutide (0.04 mg/kg, daily) in combination with weekly injections of SRK-439 (10 mg/kg). Following four weeks of treatment, semaglutide was withdrawn from both treatment groups and mice remained on either the IgG control antibody weekly or on SRK-439. Treatment continued for another four weeks, for a total of eight weeks in the study. Quantitative nuclear magnetic resonance ("qNMR") was used to analyze change in lean mass at two weeks and again at four weeks of semaglutide treatment, and every two weeks after that until the end of the subsequent four-week withdrawal period. The group that received SRK-439 maintained more favorable body composition than the group receiving IgG antibody. Key findings supporting the potential for SRK-439 in advancing healthier weight management include: Administration with SRK-439 attenuated the loss of lean mass during semaglutide treatment and significantly increased lean mass after semaglutide discontinuation as compared to IgG control; SRK-439 administration also attenuated the fat mass rebound after semaglutide discontinuation as compared to that in IgG control + semaglutide mice; and Body composition, i.e. proportion of lean mass or fat mass to total body weight, was more favorable in mice receiving SRK-439 as compared to IgG control: Mice administered SRK-439 had higher relative lean mass (65.8%) and lower relative fat mass (18.0%) at the end of the withdrawal period compared to IgG control (57.1% lean mass and 28.7% fat mass). Shown below are results for body composition at baseline (6 days before semaglutide treatment), the e

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by the Company on June 24, 2024, furnished hereto. 99.2 Presentation Slides, furnished hereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Scholar Rock Holding Corporation Date: June 24, 2024 By: /s/ Junlin Ho Junlin Ho General Counsel and Corporate Secretary

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