Four offers and a call from Bourla: How Pfizer narrowly beat out rival bidder to swallow GBT and its sickle cell drugs for $5.4B

Pfizer wasn’t the first — or only — company that wanted to buy Global Blood Therapeutics.

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来源: Endpts

Ted Love

In fact, Pfizer elbowed a rival bidder throughout two months of intense negotiations almost right down to the last minute, according to details revealed in a new SEC filing. “Company A,” which started the buyout talks, to begin with, was still in the game when Bloomberg broke the news in early August that GBT was drawing takeover interest; “Company B” dropped out slightly earlier.

But ultimately, after four proposals and a phone call from Pfizer CEO Albert Bourla to GBT chief Ted Love, it was Pfizer that won the bidding war, sealing the deal at $68.5 per share — or $5.4 billion.

For Pfizer, the acquisition marks a big bet on small molecule approaches to treating sickle cell disease. GBT, on the other hand, believes the pharma giant can help its drugs reach more patients worldwide.

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来源: Endpts

Jung Choi

Everything began, GBT wrote, on May 26, 2022, when a representative of Company A reached out to Love. They spoke about a week later, and within days Love and Jung Choi, his chief business and strategy officer, found themselves looking at a non-binding buyout offer at $55 per share. At the time, the stock was trading at $26.11.

Kicked into M&A mode, Love discussed the offer with the GBT board, went back to Company A to ask for a higher price, and contacted Pfizer and Company B to gauge their interest. GBT also got in touch with three other potential acquirers, but they all declined to go forward.

What followed over the summer months of June and July was a flurry of back-and-forth, with the buyers putting in new offers and GBT turning them down while providing additional diligence and information about its pipeline of potential treatments for sickle cell disease.

As Pfizer upped its proposed prices from $53 to $60, Company A also went from $55 to $60. Meanwhile, Company B kept talking to GBT after putting in offers at $50.50 and $58, but “its level of engagement was not comparable to that of Pfizer or Company A.”

Crunch time came on Aug. 5.

Company A kicked things off with a revised proposal of $61.50. Later, Bourla called Love “to discuss Pfizer’s commitment to SCD and to the community,” and his people followed up shortly after with an offer of $67.50. The same morning, the Wall Street Journal got the word out that Pfizer was in advanced talks to buy GBT. When reached by Love, Company A said it was willing to go as far as $65.

Then at noon, the biotech’s board got together:

The Board and representatives of Cravath discussed the August 5 Pfizer Proposal and the Revised August 5 Company A Proposal, including that the August 5 Pfizer Proposal included a higher price per share of GBT common stock than the Revised August 5 Company A Proposal, while the merger agreement submitted by Company A was generally more favorable to the Company than the merger agreement submitted by Pfizer with respect to regulatory matters and the closing conditions.

Instructed to go back to both Pfizer and Company A, Love heard from Company A’s CEO that it likely won’t go higher than $65. GBT’s financial advisors were sent out too and got a similar answer: that $65 would be Company A’s “best and final” offer.

Pfizer, on the other hand, had a different answer: During the adjournment of a board meeting that began at 8 pm, Pfizer said it was willing to sweeten the pot to $68.50 per share. All that was left were some loose ends to tie up.

Pending shareholder approval, the deal is expected to close in Q4.

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