Bristol Myers Squibb Completes Acquisition of PureTech's Founded Entity Karuna Therapeutics for $14 Billion

PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the “Company”), a clinical-stage biotherapeutics company, today announced the completed acquisition of its Founded Entity, Karuna Therapeutics, Inc. ("Karuna”), by Bristol Myers Squibb (NYSE: BMY) (“BMS”), which has acquired all outstanding common stock of Karuna for $330.00 per share, for a total equity value of approximately $14 billion.

"This acquisition recognizes the enormous potential of KarXT to help millions of people with schizophrenia in need of a new therapeutic option, and BMS will provide the global leadership to maximize the reach of KarXT,” said Eric Elenko, Ph.D., Chief Innovation Officer at PureTech, and a co-inventor of KarXT. “This is also an important milestone for PureTech, where KarXT was invented, and for Karuna, one of our Founded Entities advancing innovative therapeutic approaches on the basis of validated mechanisms. We congratulate the Karuna and BMS teams on the completion of their transaction, and we wish them success in their joint pursuit to make a difference for people living with psychiatric and neurological conditions.”

If approved, KarXT will represent the first new mechanism of action for patients with schizophrenia in over 50 years.

As of February 15, 2024, PureTech’s percentage ownership in Karuna was approximately 2.3% on an outstanding voting share basis, resulting in an estimated $293 million in gross proceeds to PureTech upon the close of the transaction. PureTech directed approximately $18.5 million towards the founding and development of Karuna, and following the close of the BMS acquisition will have generated approximately $1.1 billion in direct cash proceeds to PureTech. Under its license agreement with Karuna, PureTech retains the right to receive milestone payments upon the achievement of certain regulatory approvals. PureTech is also owed certain royalties on net sales and is eligible to receive up to $400 million in milestone payments under its agreement with Royalty Pharma¹.

The full text of the announcement from Bristol Myers Squibb is as follows:

Bristol Myers Squibb Completes Acquisition of Karuna Therapeutics, Strengthening Neuroscience
KarXT, Karuna’s Lead Asset, Is a Potential First-in-Class Treatment for Schizophrenia with Multi-Billion Dollar Sales Potential Across Multiple Indications

PRINCETON, N.J.-- Bristol Myers Squibb (NYSE: BMY) today announced that it has successfully completed its acquisition of Karuna Therapeutics, Inc. (“Karuna”). With the acquisition's completion, Karuna shares have ceased trading on the Nasdaq Global Select Market and Karuna is now a wholly owned subsidiary of Bristol Myers Squibb (“BMS”).