San Diego-based Ambit Biosciences Corp. and Japanese-based Daiichi Sankyo Company Ltd. jointly announced that they have entered into a merger agreement under which Daiichi Sankyo will acquire all of the outstanding common stock of Ambit Biosciences for approximately $315 million on a fully diluted basis or $15 per share.

In addition to the upfront cash payment, each Ambit Biosciences stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $4.50 for each share they own if certain commercialization related milestones are achieved. The total transaction is valued at up to $410 million on a fully diluted basis.

Ambit Biosciences (NASDAQ: AMBI), a local biopharmaceutical company, is focused on the discovery and development of medicines for oncology, autoimmune and inflammatory diseases by inhibiting enzymes that are important drivers for those diseases. The lead Ambit Biosciences drug candidate, quizartinib, is currently in phase 3 clinical trials.

"Daiichi Sankyo is the ideal organization to take quizartinib to the next stage of development, and ultimately, to achieve our goal of making it available as quickly as possible to help as many AML patients as possible," said Michael Martino, president and CEO of Ambit Biosciences. "This attractive offer to shareholders, is a testament to the hard work and dedication of the Ambit team to our mission of developing innovative therapies for areas of high unmet medical need."

"The acquisition of Ambit Biosciences further builds our presence in oncology to ensure we are delivering on our goal of providing world-class, innovative pharmaceuticals in core areas of unmet medical need," said Daiichi Sankyo Co. Ltd. President and CEO Joji Nakayama. "Long-term success in oncology depends upon three pillars: fostering development of our in-house molecules, exploring mutually beneficial partnerships and executing strategic purchases, such as Ambit Biosciences, which follows our acquisitions of U3 Pharma and Plexxikon."

Closing of the tender offer and merger is subject to certain conditions and customary closing conditions.

Centerview Partners acted as lead financial advisor to Ambit Biosciences. Leerink Partners LLC also acted as financial advisor to Ambit Biosciences. Cooley LLP acted as legal adviser to Ambit Biosciences. Simpson Thacher & Bartlett LLP acted as legal adviser to Daiichi Sankyo.