Sangamo Therapeutics to Acquire TxCell

July 26, 2018

The acquisition would combine Sangamo’s ex vivo gene-editing capabilities with TxCell's regulatory T-cell (Treg) expertise to create chimeric antigen receptor (CAR)-Treg therapies.

On July 23, 2018, Sangamo Therapeutics, a biopharmaceutical company focused on gene-based therapies, agreed to acquire TxCell, a biotechnology company developing personalized cellular immunotherapies, for approximately EUR 2.58 (US$3.02) per share in cash, or EUR 72 million (US$84 million) on a debt-free and cash-free basis.

Following the proposed acquisition of a majority stake of TxCell, Sangamo will file a simplified cash tender offer for the purchase of all then-outstanding ordinary shares of TxCell. TxCell will be a subsidiary of Sangamo operating under the name Sangamo Therapeutics SA. TxCell's operations will remain based in Valbonne, France. The transaction is subject to closing conditions, including those relating to regulations governing foreign investments in France. Sangamo expects to complete the transaction in the fourth quarter of 2018.

TxCell is in the emerging field of regulatory T-cell (Treg) development for immunological diseases, which Sangamo reports as a therapeutic area of focus for its proprietary product candidate pipeline. Tregs are naturally occurring subsets of T cells and are critical for maintaining immune homeostasis within the body by induction and maintenance of tolerance to self-antigens, as stated by Sangamo.

Sangamo intends to evaluate the potential of Treg therapies genetically modified with a CAR-Treg to prevent graft rejection in solid organ transplant as well as for the treatment of autoimmune diseases such as Crohn's disease and multiple sclerosis. 

According to Sangamo, preclinical research provides proof-of-concept that antigen specific CAR-Tregs can deliver potent immunosuppression locally to targeted tissues. In comparison, the anti-tumor necrosis factor alpha small-molecule and monoclonal-antibody drugs that are available today are associated with non-specific immune suppression.

Sangamo expects that the acquisition of TxCell would accelerate the Sangamo 's entry into the clinic with a CAR-Treg therapy. Sangamo also expects to submit a clinical trial authorization application in Europe in 2019 for TxCell's first CAR-Treg investigational product candidate for solid organ transplant and to initiate a Phase I/II clinical trial later in that year. Additionally, Sangamo intends to use its zinc finger nuclease (ZFN) gene-editing technology to develop next-generation autologous and allogeneic CAR-Treg cell therapies for use in treating autoimmune diseases.

"We are thrilled to announce this proposed acquisition which would combine TxCell's Treg expertise with our ex vivogene-editing capabilities, positioning Sangamo as a leader in the emerging field of CAR-Treg cell therapy," said Sandy Macrae, CEO at Sangamo, in a company press release. "We believe CAR-Treg therapies will prove to be as exciting for immunology as CAR-T has been for oncology."

"We are excited to combine with Sangamo for their experience and technical expertise in gene-edited cell therapy, and we believe Sangamo's ZFN editing technology will facilitate the precise genetic modifications needed to create a new class of Treg-based antigen and tissue specific immunosuppressive medicines," said Stephane Boissel, CEO at TxCell, in the release. "Progressing such CAR-Treg products in clinical development and towards commercialization would require expertise and financial resources that were impossible for us to get as a stand-alone business at a reasonable cost."

Source: Sangamo Therapeutics