Florence - The Menarini Group ('Menarini'), an Italian private company present in the pharmaceutical and diagnostic sectors, and Stemline Therapeutics Inc. ('Stemline'), an American biopharmaceutical company focused on the development and marketing of therapies innovative oncology, (NASDAQ: STML) announce today that they have signed a definitive agreement under which Menarini will acquire Stemline for a maximum consideration of $ 677 million.
Under the terms of the agreement, a company wholly owned by the Menarini Group will launch a public offer for all Stemline shares outstanding, under which Stemline shareholders will be offered a potential total consideration of $ 12.50 per share, including $ 11.50 payable at the close of the acquisition and an unlisted Contingent Value Right ('CVR') which will entitle each holder to receive an additional $ 1.00 per share upon the first sale of ELZONRIS in one of the EU5 countries after approval by the European Commission. In December 2018, following the approval of the Food and Drugs Administration of the United States, Stemline launched ELZONRIS for the treatment of plasmacytoid blast dendritic cell neoplasia ('BPDCN') in adult and pediatric patients of an equal age. or more than two years. ELZONRIS is an innovative targeted therapy that acts selectively on the alpha receptor (CD 123) of interleukin-3 (IL-3).
Thanks to the support of the Menarini organization, Stemline will be able to continue its research work to develop further applications of ELZONRIS for the treatment of patients suffering from tumors and other diseases difficult to cure. After the successful launch of ELZONRIS in the United States, Stemline will benefit from Menarini's experience in making medicines available to patients in European and emerging countries, while preparing to launch ELZONRIS on the international market after approval by outside regulatory authorities of the United States.
Elcin Barker Ergun, CEO of the Menarini Group, said: 'Stemline fits perfectly into Menarini's strategy, allowing us to expand our presence in the United States with an established biopharmaceutical company focused on the development of cancer therapies. Thanks to this acquisition, we will continue to expand our portfolio and our pipeline of cancer products and to offer innovative therapies all over the world. We look forward to joining the Stemline team to continue our common mission in the service of our patients.
Ivan Bergstein, MD, President, CEO and Founder of Stemline, has commented: 'Joining Menarini represents a unique opportunity for Stemline to promote the marketing of ELZONRIS worldwide and accelerate the development of our oncology product pipeline. In recent years the company has undergone a transition that has allowed it to build solid foundations, bringing an important product to the market and generating a growing pipeline. We are excited to join a company like Menarini which has a similar approach to ours and which will offer immediate and significant value to our shareholders, allowing them to participate in the benefits deriving from the launch of ELZONRIS at a European level. We are looking forward to working with Menarini to achieve our common goal of helping and giving hope to patients around the world.
Terms of the transaction Under the terms of the agreement, a company wholly owned by the Menarini Group will launch a public offering on all Stemline's outstanding shares under which Stemline's shareholders will be offered a potential total consideration of $ 12.50. per share, including $ 11.50 payable at the close of the acquisition and an unlisted CVR.
Under the terms of the CVR, Stemline shareholders will receive an additional $ 1.00 per share on the first sale for use or consumption by the public of ELZONRIS in BPDCN in one of the following countries: United Kingdom, France, Spain, Germany or Italy, after approval by the European Commission of the application for marketing authorization, through the centralized procedure, by 31 December 2021. there is no guarantee that such approval or marketing will occur and that such CVR payment will therefore be made.
Menarini will acquire, through a subsequent merger, for the same consideration per share payable in the public offer, all Stemline shares that have not been transferred to the public offer. The merger will take place as soon as possible after the offer is closed.
The transaction was unanimously approved by the Boards of Directors of both companies. Stemline's Board of Directors recommends that Stemline shareholders contribute their shares in the public purchase offer.
The transaction is expected to close in the second quarter of 2020, subject to the usual suspension conditions, including the acceptance of more than 50% of the Stemline shares outstanding at the expiry of the offer, and the receipt of the Hart-Scott authorization. -Rodino. The terms and conditions of the offer will be described in the documents relating to the public offer, which will be filed with the United States Securities and Exchange Commission (SEC).
Contact:
Scott Bisang
Tel: 212-355-4449
STEMLINE THERAPEUTICS, INC. 
