MyoKardia wasnt looking for a buyout when it started discussing potential partnerships with Bristol Myers Squibb last year. But when the Big Pharma came knocking in September to ink a quick acquisition, the biotechs executives made sure they wrung as much as they could out of the deal.

Early partnering discussions between the two focused on danicamtiv, MyoKardias midphase heart failure drug, rather than its lead program, mavacamten, a cardiomyopathy med poised for an FDA filing early next year. But in April this year, BMS upped the ante with a request to broaden to talks beyond danicamtiv, according to a securities filing.

In July, MyoKardia presented its pipeline to BMS, while BMS laid out its capabilities, as well as a potential global partnership. The next month, MyoKardia revealed updated phase 3 data for mavacamten at the European Society of Cardiologys virtual annual meeting, whichit appearsinspired the Big Pharma to go all out.

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RELATED: Bristol Myers strikes $13B MyoKardia buyout to gain heart drug

On Sept. 2, Bristol Myers CEO Giovanni Caforio , M.D., called MyoKardia CEO Tassos Gianakakos with an offer to buy all outstanding shares of MyoKardia at $185 apiece, in cash. Gianakakos replied that MyoKardias plan didnt include a sale, but that hed check with his board. He didnt have much timeBMS proposal would expire on Sept. 30, Caforio said in a letter laying out the offer.

That set off a back-and-forth, where Gianakakos repeatedly asked for an improved proposal, and Caforio kept increasing Bristol Myers bid. The board was expecting additional value, Gianakakos said, according to the filing, noting MyoKardias potential as a stand-alone company and the expectation that the price would reflect such potential.

Caforio upped the offer from $185 per share to $210, then to $220, eventually landing at $225. Along the way, he kept pointing to the first week of October as the target signing date, according to the filing.

In late September, MyoKardias board decided that the $225 offer was in the best interests of the company and its shareholders, and the duo inked the merger agreement on Oct. 3, right on schedule. The $13.1 billion acquisition will see BMS pay a 61% premium over MyoKardias closing price on Oct. 2 of $139.60.

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MyoKardias leadership team is picking up a premium, tooGianakakos himself is exiting the deal with $1.6 million in severance and bonus pay, as well as $80.6 million in equity awards, according to the filing. The rest of the C-suite isnt doing too shabby either, with Chief Business Officer Jake Bauer, Chief Scientific Officer Robert McDowell, Ph.D., and Chief Financial Officer Taylor Harris each leaving with more than $600,000 in severance and bonus pay. All three of them, plus Chief Commercial Officer William Fairey, each exit with more than $20 million in equity awards.

The deal is slated to close in the fourth quarter.

Originally posted here:
Anatomy of a deal: How MyoKardia got BMS to bump up its buyout to $13B - FierceBiotech