Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY), a leading RNAi therapeutics company, announced today that the previously announced acquisition of Merck’s wholly owned subsidiary Sirna Therapeutics, Inc. (“Sirna Therapeutics” or “Sirna”) has closed, following the expiration of the Hart-Scott-Rodino waiting period. On January 10, 2014, Alnylam entered into a stock purchase agreement with Merck pursuant to which Alnylam agreed to purchase from Merck all of Merck’s rights, title, and interest in and to all of the outstanding shares of common stock of Sirna Therapeutics. In consideration for the Sirna common stock, Alnylam paid Merck $25.0 million in cash. In addition, Alnylam agreed to issue to Merck 2,520,044 shares of Alnylam common stock, having a value of $150.0 million as calculated under the terms of the stock purchase agreement on the date of execution, and representing an approximately 3% ownership position in Alnylam’s outstanding common stock. Alnylam issued 85% of the shares at the closing and will issue the remainder of shares upon the completion of certain technology transfer activities pursuant to the terms of the stock purchase agreement.
“At the beginning of this year, we announced two transformative business developments: namely, a multi-product, geographic alliance with Genzyme on Alnylam’s ‘5x15’ and future genetic medicine pipeline, and an acquisition of Merck’s Sirna Therapeutics subsidiary. These new transactions were aimed at continuing and extending our value creation efforts, and we are very pleased to have now completed the closing of both of these agreements,” said John Maraganore, Ph.D., Chief Executive Officer of Alnylam. “Specifically, we believe our alliance with Genzyme is a game changer in our efforts to bring RNAi therapeutics to patients with rare diseases as potential high impact genetic medicines. This alliance crystallizes our product strategy where Alnylam will lead development and commercialization of our genetic medicine pipeline in North America and Europe, while Genzyme becomes our partner in the rest of world. Further, we believe our acquisition of Merck’s RNAi assets and Sirna subsidiary supports Alnylam’s continued leadership on RNAi intellectual property and delivery, including with GalNAc conjugate technology. Taken together, we believe that the completion of these transactions positions Alnylam with a solid foundation for continued growth and progress as we advance RNAi therapeutics to patients.”