Infinity Pharmaceuticals Inc. has terminated its merger agreement with MEI Pharma Inc. after the latter failed to obtain stockholder approval for the merger. Infinity remains focused on its eganelisib drug development, submitting the final protocol for a Phase 2 clinical trial for head and neck squamous cell carcinoma. Infinity’s board believes in the potential of eganelisib and plans to explore strategic alternatives, potentially engaging advisors. The termination entitles Infinity to $1,000,000 reimbursement for expenses and fees, with a possibility of an additional $4,000,000 termination fee under specific circumstances.
Infinity Pharmaceuticals Inc. (Nasdaq: INFI) (“Infinity”), a clinical-stage biotechnology company developing eganelisib, a potential first-in-class, oral, immuno-oncology macrophage reprogramming therapeutic, announced that it has terminated its previously announced merger agreement providing for the merger with MEI Pharma, Inc. (“MEI”).
At a special meeting of MEI stockholders on July 23, 2023, MEI did not obtain MEI stockholder approval for the merger with Infinity, nor could MEI obtain approval for an adjournment of the special meeting. In the process of attempting to obtain approval for the merger, which the MEI board supported based on the value creation potential of the combined companies with eganelisib as the lead asset, MEI was forced to contend with an unsolicited public proposal to acquire MEI by certain activist stockholders who launched a public campaign to buy MEI at a significant discount to its cash on hand.
Infinity has continued to prepare for the initiation of a planned global Phase 2 clinical trial evaluating eganelisib in head and neck squamous cell carcinoma, and, following FDA feedback, the final protocol has been submitted to the FDA. Based on the strength of the eganelisib data generated across several tumor types to date, Infinity’s board of directors continues to believe in the value of eganelisib and will explore strategic alternatives intended to realize this potential value. Infinity’s board believes that eganelisib offers a near-term value creation opportunity and would be attractive to potential acquirers and intends to engage one or more strategic advisors to assist in the process. In an effort to conserve resources and preserve value for stockholders during this process, the company’s board and management team expect to undertake a series of cost saving measures.
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Infinity provided a conditional notice of termination to MEI indicating that Infinity was terminating the merger agreement if MEI did not obtain stockholder approval of the issuance of MEI common stock in connection with the merger. As a result of the termination of the merger agreement, we believe Infinity is entitled to reimbursement of certain expenses and fees of $1,000,000 from MEI in accordance with the terms of the merger agreement. Infinity has the potential to receive an additional $4,000,000 termination fee from MEI under certain circumstances outlined in the joint proxy statement/prospectus relating to the merger.
Source: BioSpace
