Adaptimmune Sells Cell Therapy Assets to MDD US Operations for $55M

MDD US Operations has agreed to acquire Adaptimmune Therapeutics' cell therapy assets, including TECELRA, uza-cel, afami-cel, and lete-cel, for $55 million in cash and up to $30 million in future payments upon milestone achievement. The transaction will be financed by debt financing led by Oaktree Capital and Athyrium Capital Management.

Adaptimmune Therapeutics plc (NASDAQ: ADAP), currently trading at $0.35 per share with a market capitalization of $92 million, has agreed to sell its cell therapy assets, including the marketed TECELRA therapy and pipeline candidates, to US WorldMeds for $55 million in cash, with potential for an additional $30 million in milestone payments. The transaction, announced Monday and expected to close this week, includes the transfer of TECELRA, the first FDA-approved engineered TCR T-cell therapy, along with development-stage therapies lete-cel, afami-cel, and uza-cel.

Under the agreement, US WorldMeds will acquire all intellectual property rights exclusively related to these assets, while Adaptimmune will retain rights to its preclinical assets including PRAME, CD70, and its allogeneic program. Adrian Rawcliffe, Adaptimmune’s CEO, stated that the decision came after "an extensive review of all strategic alternatives" due to the company’s financial situation, ensuring patients continue receiving TECELRA treatment without interruption. The decision comes as InvestingPro data shows the company burning through cash rapidly, with negative free cash flow of $110 million in the last twelve months despite generating revenue of $180 million.

US WorldMeds will offer employment to Adaptimmune’s US employees involved in the development and commercialization of these therapies to maintain continuity. The company will collaborate with Galapagos on the continued development of uza-cel. The transaction will be financed through debt financing led by funds managed by Oaktree Capital Management, with participation from Athyrium Capital Management.

Following the sale, Adaptimmune plans to restructure to support the transition of these therapies while maximizing value from its remaining assets. TD Cowen served as financial advisor to Adaptimmune, with Ropes & Gray providing legal counsel. Gibson, Dunn & Crutcher provided legal counsel to US WorldMeds.

Adaptimmune shares fell by two-thirds following the announcement, changing hands at about 10 cents apiece in afternoon trading. Mizuho has downgraded Adaptimmune Therapeutics plc from an Outperform to a Neutral rating, citing concerns about the company’s financial sustainability. The research firm adjusted its price target for Adaptimmune, lowering it from $1.50 to $0.50.

References:
[1] https://www.investing.com/news/company-news/adaptimmune-sells-cell-therapy-assets-to-us-worldmeds-for-55-million-93CH-4155016
[2] https://www.biopharmadive.com/news/adaptimmune-sale-tecelra-us-worldmeds-cell-therapy/754231/