Roche to Acquire Carmot Therapeutics in a $3.1 Billion Deal

BASEL, Switzerland – December 4, 2023 - Roche, a global biotechnology leader, has formally entered into a definitive merger agreement to acquire Carmot Therapeutics, Inc., a distinguished clinical-stage biotechnology company based in Berkeley, California. The acquisition, valued at $3.1 billion, positions Roche to expand its capabilities in addressing metabolic diseases, with a particular focus on groundbreaking treatments for obesity and diabetes.

Carmot Therapeutics brings to Roche a robust Research and Development (R&D) portfolio, featuring three clinical-stage assets showcasing best-in-class potential in the realms of obesity and diabetes treatment. Notable among these assets is CT-388, a Phase-2 ready dual GLP-1/GIP receptor agonist designed to address obesity in patients both with and without type 2 diabetes. Administered subcutaneously once a week, CT-388 exhibits potential as both a standalone therapy and in combination with Roche's in-house assets.

The terms of the agreement outline that Roche will pay Carmot's equity holders an upfront purchase price of $2.7 billion in cash upon the closing of the transaction. Additionally, contingent upon the achievement of specified milestones, Carmot's equity holders may be entitled to receive up to $400 million in milestone payments. Following the completion of the transaction, Carmot and its employees will become integral members of Roche's Pharmaceuticals Division, contributing their expertise and assets to Roche's expansive portfolio.

The acquisition strategically aligns with Roche's commitment to advancing therapeutic options in metabolic diseases, addressing the burgeoning global health challenge of obesity. According to Roche's CEO, Thomas Schinecker, "Obesity is a heterogeneous disease, which contributes to many other diseases that together comprise a significant health burden worldwide. By combining Carmot’s portfolio with programs in our Pharmaceuticals pipeline and our Diagnostics expertise and portfolio of products across cardiovascular and metabolic diseases, we are aiming to improve the standard of care and positively impact patients’ lives."

Roche's Chief Medical Officer and Head of Global Product Development, Levi Garraway, expressed optimism about the clinical data for CT-388, Carmot's lead asset, stating, "We are encouraged by the clinical data for the lead asset CT-388, which demonstrated substantial weight loss in Phase 1b. These data suggest the potential for a differentiated profile to treat obesity and its associated diseases."

The transaction, subject to regulatory approvals including the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and customary closing conditions, is expected to be completed in the first quarter of 2024. Upon closure, Roche will gain exclusive access to Carmot’s innovative Chemotype Evolution discovery platform in metabolism, augmenting Roche's capabilities in R&D efforts across cardiovascular and metabolic diseases.

Roche, founded in 1896, has evolved into the world's largest biotechnology company and a global leader in in-vitro diagnostics. The acquisition of Carmot Therapeutics reinforces Roche's commitment to pioneering advancements in healthcare and personalized medicine, addressing the evolving needs of patients worldwide.