On July 15, 2021 Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis reported that the conversion of Kiadis from a public limited liability company (naamloze vennootschap) into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) shall be postponed until the Offeror has completed the statutory buy-out proceedings (Press release, Sanofi, JUL 15, 2021, View Source [SID1234584881]).

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In Section 6.13 of the Offer Memorandum the Offeror stated that it has the intention to amend the articles of association of Kiadis following termination of the listing of the Kiadis shares on Euronext Amsterdam and Euronext Brussel (which took place on 25 May 2021). On 30 March 2021, the general meeting of Kiadis adopted a shareholders’ resolution to amend the articles of association as soon as possible following delisting. Upon reflection, the Offeror and Kiadis have decided to postpone the conversion of Kiadis into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) until the buy-out proceedings have been completed.

Announcements
Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror will be made available on the website of the Offeror (www.sanofi.com). Any press release issued by Kiadis will be made available on the website (www.kiadis.com).

Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the position statement by Kiadis dated 12 February 2021 (the "Position Statement"). The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

On July 15, 2021 Orexo reported "First commercial DTx contract signed with a large healthcare provider" (Press release, Orexo, JUL 15, 2021, View Source [SID1234584897])

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Summary

Total net revenues of SEK 142.8 m (179.1)
Net earnings of SEK -73.7 m (-32.5)
EBITDA of SEK -41.1 m (-9.0)
US Pharma segment (ZUBSOLV US) net revenues of SEK 126.0 m (172.5), in local currency USD 15.0 m (17.8), EBIT of SEK 61.6 m (88.8)
Cash flow from operating activities of SEK -20.9 m (-7.2), cash balance of SEK 679.7 m (677.2)
Two patents for ZUBSOLV, with protection until 2032, were issued by the US Patent and Trademark Office
First patient enrolled in pivotal study evaluating the efficacy of modia in combination with sublingual buprenorphine/naloxone for the treatment of opioid use disorder
Commercial agreement for vorvida and deprexis signed with Trinity Health North Dakota
Important events after the period

Commercial partnership agreement signed with Sober Grid, the largest global social media network for people in addiction recovery, giving a large group of users access to vorvida and deprexis
SEK m, unless otherwise stated

"The second quarter of 2021 showed some positive operational highlights in both our Digital Therapeutics (DTx) business and US Pharma. In DTx, I’m pleased to announce we’ve among others reached a commercial agreement with Trinity Health North Dakota. As a result, vorvida and deprexis are now also available for patients at their healthcare centers and hospitals. This is a major milestone and is already now an inspiring model for other healthcare providers in the US. In our US Pharma business, it was confirmed that ZUBSOLV is available for patients within Medicaid in Kentucky since July 1, representing a growth opportunity for our lead pharma product."

For the full CEO Comments please view the PDF

For further information, please contact
Nikolaj Sørensen, President and CEO, Joseph DeFeo, EVP and CFO, or Lena Wange, IR & Communications Director
Tel: +46 18 780 88 00, +1 855 982 7658, E-mail: [email protected]

Presentation

At 3.00 pm CET, the same day as the announcement of the report, Orexo invites analysts, investors and media to attend a presentation where Nikolaj Sørensen, CEO and Joseph DeFeo, CFO, will present the report and host a Q&A.

Questions can also be sent in advance to [email protected], no later than 11.00 am CET.

Please view the instructions below on how to participate.

Internet: View Source

Telephone: SE + 46 8 50 55 83 50 UK + 44 33 33 00 92 70 US + 1 64 67 22 49 04

The presentation material will be available on Orexo´s website prior to the audiocast, view Investors/Reports, presentations and audicasts

This information is information that Orexo AB (publ.) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 8.00 am CET on July 15, 2021.

On July 15, 2021 MorphoSys AG (FSE: MOR; NASDAQ: MOR) ("MorphoSys") reported the successful completion of its previously announced cash tender offer for all outstanding shares of Constellation Pharmaceuticals, Inc. (NASDAQ: CNST) ("Constellation") for $34.00 per share, net to the seller in cash, without interest and subject to any applicable withholding of taxes (Press release, MorphoSys, JUL 15, 2021, View Source [SID1234584865]). The tender offer expired at one minute after 11:59 p.m. New York City Time, on July 14, 2021.

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Approximately 42,811,957 shares of Constellation were validly tendered, and not validly withdrawn in the tender offer, representing approximately 89% of Constellation’s outstanding shares at the time of the expiration of the tender offer. In accordance with the terms of the merger agreement by and among Constellation, MorphoSys and MorphoSys Development Inc., all shares that were validly tendered and not validly withdrawn have been accepted for payment. MorphoSys will promptly complete its acquisition of Constellation through a second step merger of MorphoSys Development Inc. with and into Constellation resulting in Constellation surviving as an indirect wholly owned subsidiary of MorphoSys.

The merger is expected to close today before the start of trading on the NASDAQ market in the U.S., and Constellation shares will cease trading on The NASDAQ Global Select Market. The total equity value of the transaction is approximately $1.7 billion.

"We are pleased to welcome the Constellation team to MorphoSys. With Constellation’s high-potential product candidates, complementary R&D capabilities, and outstanding team, we can further advance our mission in the fight against cancer," said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys. "This transformational acquisition bolsters our position in hematology-oncology and marks the beginning of an important next chapter in our company’s history."

In connection with completing its acquisition of Constellation, MorphoSys has moved forward with a long-term strategic funding partnership with Royalty Pharma plc ("Royalty Pharma"). As previously announced, Royalty Pharma has made a $1.425 billion upfront payment to MorphoSys, supporting the financing of the transaction with Constellation and development of the combined pipeline. Royalty Pharma will also provide MorphoSys with access to up to $350 million in Development Funding Bonds with the flexibility to draw over a one-year period and will make additional payments of up to $150 million to MorphoSys upon reaching clinical, regulatory and commercial milestones for otilimab, gantenerumab and pelabresib. Royalty Pharma will have the rights to receive 100% of MorphoSys’ royalties on net sales of Tremfya(R), 80% of future royalties and 100% of future milestone payments on otilimab, 60% of future royalties on gantenerumab, and 3% on future net sales of Constellation’s clinical stage assets (pelabresib and CPI-0209). With the completion of MorphoSys’ acquisition of Constellation, Royalty Pharma will invest $100 million in a cash capital increase of MorphoSys under an authorization to exclude subscription rights of existing shareholders. The new MorphoSys shares will be listed on the Frankfurt Stock Exchange.

As previously announced, MorphoSys will remain headquartered in Munich, Germany, and will maintain a significant commercial and R&D presence in Boston, Massachusetts, given the highly complementary nature of the companies’ respective R&D organizations.

MorphoSys will provide additional information regarding the combined company’s operations during the MorphoSys second quarter 2021 earnings call scheduled for July 29, 2021.

Advisors

Goldman Sachs Bank Europe SE acted as financial advisor to MorphoSys and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor. Centerview Partners LLC acted as financial advisor to Constellation and Wachtell, Lipton, Rosen & Katz as its legal advisor.

On July 15, 2021 West Pharmaceutical Services, Inc. (NYSE: WST), a global leader in innovative solutions for injectable drug administration, reported that it will release second-quarter 2021 financial results before the market opens on Thursday, July 29, 2021, and will follow with a conference call to discuss the results and business expectations at 9:00 a.m. Eastern Time (Press release, West Pharmaceutical Services, JUL 15, 2021, View Source [SID1234584882]). To participate on the call, please dial 877-930-8295 (U.S.) or 253-336-8738 (International). The conference ID is 3089097.

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A live broadcast of the conference call will be available at the Company’s website, www.westpharma.com, in the "Investors" section. Management will refer to a slide presentation during the call, which will be made available on the day of the call. To view the presentation, select "Presentations" in the "Investors" section of the Company’s website.

An online archive of the broadcast will be available at the site three hours after the live call and will be available through Thursday, August 5, 2021, by dialing 855-859-2056 (U.S.) or 404-537-3406 (International). The conference ID is 3089097.

On July 15, 2021 Novocure (NASDAQ: NVCR) reported the recipients of the 3rd Annual AACR (Free AACR Whitepaper)-Novocure Grants for Tumor Treating Fields Research program (Press release, NovoCure, JUL 15, 2021, View Source [SID1234584899]). The program represents a joint effort between Novocure and the American Association for Cancer Research (AACR) (Free AACR Whitepaper) to promote and support innovative research on Tumor Treating Fields (TTFields). The AACR (Free AACR Whitepaper) is the world’s first and largest professional organization dedicated to advancing cancer research and its mission to prevent and cure cancer.

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Such collaborations help to deepen the understanding of TTFields’ mechanism of action and to identify its optimal use. Extensive preclinical and clinical evidence provides the foundation upon which Novocure executes its strategy to advance TTFields through additional clinical research studies across multiple solid tumor types.

Professor Maurizio D’Incalci, M.D., of Humanitas University in Italy is one of the grant recipients. He and his team’s hypothesis is that the sensitivity of malignant pleural mesothelioma (MPM) cells to TTFields is related to the modulation of genes and pathways involved in cell proliferation and survival. Their research will investigate the potential synergism of TTFields with selected anticancer drugs in MPM based on the mechanistic insights.

"While great progress has been made regarding the research and development of Tumor Treating Fields, there is still more to learn and understand to continue deepening the science," Professor D’Incalci said. "We are excited to have begun our research and look forward to sharing the results."

The program includes research grants and career development awards totaling more than $2 million over the next three years. The research grants include six AACR (Free AACR Whitepaper)-Novocure Tumor Treating Fields Research Grants and two AACR (Free AACR Whitepaper)-Novocure Career Development Awards for Tumor Treating Fields Research. Recipients of the research grants will receive a total of $100,000 to $250,000 over one to two years. Recipients of the career development awards will receive a total of $225,000 over three years.

"We are so proud of this year’s recipients of the AACR (Free AACR Whitepaper)-Novocure Grants for Tumor Treating Fields Research," said Asaf Danziger, Novocure’s Chief Executive Officer. "We are honored to collaborate with the AACR (Free AACR Whitepaper) as we continue to deepen our understanding of the mechanism of action of Tumor Treating Fields. We wish great success to the recipients as they conduct this important work."

2021 AACR (Free AACR Whitepaper)-Novocure Tumor Treating Fields Research Grants

Spencer J. Collis, Ph.D.; University of Sheffield (United Kingdom); TTFields-based DDRi combinations to overcome spatiofunctional heterogeneity
Maurizio D’Incalci, M.D.; Humanitas University (Italy); TTFields in mesothelioma: mechanisms and novel rational drug combinations
Chang-Young Jang, Ph.D.; Sookmyung Women’s University (South Korea); Identification of new target of TTFs in mitosis for therapeutic application
Sara G.M. Piccirillo, Ph.D.; University of New Mexico; The impact of Tumor-Treating Fields on residual disease in glioblastoma
Claudio E. Tatsui, M.D.; University of Texas MD Anderson Cancer Center; Tumor Treating Fields in the therapy of spinal metastases
Suhe Wang, M.D., Ph.D.; University of Michigan; Natural electrical fields treatment to induce immune modulation in NSCLC
2021 AACR (Free AACR Whitepaper)-Novocure Career Development Awards for Tumor Treating Fields Research

Gerben Borst, M.D., Ph.D.; University of Manchester (United Kingdom); Unraveling the cell cycle effect of TTFields towards synergistic strategies
Jared A. Weis, Ph.D.; Wake Forest University; Characterizing effects of TTFields on cell-extracellular matrix biophysics
About Tumor Treating Fields

Tumor Treating Fields, or TTFields, are electric fields that disrupt cancer cell division.

When cancer develops, rapid and uncontrolled division of unhealthy cells occurs. Electrically charged proteins within the cell are critical for cell division, making the rapidly dividing cancer cells vulnerable to electrical interference. All cells are surrounded by a bilipid membrane, which separates the interior of the cell, or cytoplasm, from the space around it. This membrane prevents low frequency electric fields from entering the cell. TTFields, however, have a unique frequency range, between 100 to 500 kHz, enabling the electric fields to penetrate the cancer cell membrane. As healthy cells differ from cancer cells in their division rate, geometry and electric properties, the frequency of TTFields can be tuned to specifically affect the cancer cells while leaving healthy cells mostly unaffected.

Whether cells are healthy or cancerous, cell division, or mitosis, is the same. When mitosis starts, charged proteins within the cell, or microtubules, form the mitotic spindle. The spindle is built on electric interaction between its building blocks. During division, the mitotic spindle segregates the chromosomes, pulling them in opposite directions. As the daughter cells begin to form, electrically polarized molecules migrate towards the midline to make up the mitotic cleavage furrow. The furrow contracts and the two daughter cells separate. TTFields can interfere with these conditions. When TTFields are present in a dividing cancer cell, they cause the electrically charged proteins to align with the directional forces applied by the field, thus preventing the mitotic spindle from forming. Electrical forces also interrupt the migration of key proteins to the cell midline, disrupting the formation of the mitotic cleavage furrow. Interfering with these key processes disrupts mitosis and can lead to cell death.

TTFields is intended principally for use together with other standard-of-care cancer treatments. There is a growing body of evidence that supports TTFields’ broad applicability with certain other cancer therapies, including radiation therapy, certain chemotherapies and certain immunotherapies. In clinical research and commercial experience to date, TTFields has exhibited no systemic toxicity, with mild to moderate skin irritation being the most common side effect.

Fundamental scientific research extends across two decades and, in all preclinical research to date, TTFields has demonstrated a consistent anti-mitotic effect. The TTFields global development program includes a network of preclinical collaborators and a broad range of clinical trials across all phases, included four phase 3 pivotal trials in a variety of tumor types. To date, more than 18,000 patients have been treated with TTFields.