Otsuka Pharmaceutical acquires Jnana Therapeutics for up to US$1.125 billion

Company

Otsuka Pharmaceutical Co., Ltd.

Company

Jnana Therapeutics Inc.

Law Firm / Organization
Latham & Watkins LLP

On August 1, 2024, Otsuka Pharmaceutical Co., Ltd. announced the acquisition of Jnana Therapeutics Inc. for $800 million USD (approximately $1.07 billion CAD) upfront and up to $325 million USD (approximately $435 million CAD) in milestone payments. The deal, through Otsuka’s subsidiary, Otsuka America, Inc. (OAI), was set to close in Q3 2024, pending customary conditions.

Jnana's novel RAPID chemoproteomics platform, enabling high-throughput screening for challenging drug targets, was a key attraction. The platform had advanced compounds for rare diseases like PKU and autoimmune disorders. Jnana's lead candidate, JNT-517, an allosteric inhibitor of SLC6A19, showed promise as an oral PKU treatment in Phase 1b/2 studies.

Otsuka aimed to bolster its R&D in Boston, leveraging Jnana's technology and pipeline to enhance its global expansion in specialty pharmaceuticals. In Canada, Otsuka operated through its subsidiary, Otsuka Canada Pharmaceutical Inc. (OCPI), focusing on neuroscience, nephrology, and oncology.

Post-acquisition, Jnana would operate as a wholly owned subsidiary in Boston, continuing its R&D efforts. The merger involved creating a special purpose company under OAI, with Jnana remaining the surviving entity. Board approvals were in place, with shareholder and U.S. antitrust clearances pending. Currently, Jnana did not have operations in Canada.

Centerview Partners LLC advised Jnana, with Latham & Watkins LLP providing legal counsel. Skadden, Arps, Slate, Meagher & Flom represented Otsuka.

Makoto Inoue, Otsuka's president, emphasized the synergistic potential of combining Jnana’s innovations with Otsuka’s capabilities. Jnana’s CEO, Joanne Kotz, highlighted the recognition of their team’s achievements and the shared goal of advancing transformative therapies.

Merger & Acquisition
Healthcare
$ 1,450,000,000
Active