ULK1 x ULK2

Osaka, Japan and Waltham, Massachusetts, June 11, 2024 – Ono Pharmaceutical, Co., Ltd. (Chairman and CEO: Gyo Sagara, “Ono”) today announced that it has successfully completed the tender offer, previously announced on April 30, 2024 to acquire all outstanding shares of common stock of a US biopharmaceutical company, Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH, CEO: Steven L. Hoerter, “Deciphera”) for US$25.60 per share (total amount of approximately US$2.4 billion) net to the seller in cash, without interest thereon and less any applicable withholding taxes, through its wholly owned subsidiary, Topaz Merger Sub, Inc. (“Merger Sub”), established in the State of Delaware, United States, solely for the purpose of engaging in the transactions contemplated in the Merger Agreement.
　The tender offer commenced on May 13, 2024, New York City time, and, as set forth below, expired at one minute after 11:59 p.m., New York City time, on June 10, 2024.

　On June 11, 2024, following the completion of the tender offer, Merger Sub merged with and into Deciphera with Deciphera continuing as the surviving corporation and a wholly owned subsidiary of Ono. In connection with the acquisition, Deciphera shares ceased to be traded on Nasdaq as of the date of closing of the acquisition and shares of Deciphera’s common stock will be delisted from Nasdaq.

　“We are very pleased to welcome Deciphera into the family,” said Gyo Sagara, Chairman and CEO of Ono. “Through this acquisition, we will leverage Deciphera's excellent research and development capabilities in the oncology field and its sales power in Europe and the United States, and work to further accelerate the expansion of our pipeline and global expansion, which are part of our growth strategies.”

　"We are excited to enter a new phase as part of the family of Ono Pharmaceuticals, that has as its mission to contribute to society through the discovery and development of innovative drugs, under the corporate philosophy “Dedicated to the Fight against Disease and Pain,”” said Steven L. Hoerter, President and CEO of Deciphera. “By fully leveraging the research and development capabilities and commercialization platforms of both companies, we look forward to significantly contributing to the growth of the Ono Group as a global specialty pharma company.”

Ono Pharmaceutical agreed to acquire Deciphera Pharmaceuticals for $25.60 per share in cash, representing a total equity value of $2.4 billion, bolstering the Japanese firm’s oncology portfolio. Deciphera’s sole marketed product is the KIT inhibitor Qinlock (ripretinib), whilst its pipeline includes the CSF1R inhibitor vimseltinib and the ULK inhibitor DCC-3116.Gyo Sagara, chief executive of Ono, said “we expect that this acquisition…will not only expand Ono's target oncology portfolio, but also accelerate Ono's business development in the [US] and Europe, and strengthen kinase drug discovery research.”Qinlock is approved in the US, EU and more than 40 markets as a fourth-line  treatment for gastrointestinal stromal tumours (GIST). However, efforts to expand its use in earlier settings fell flat in 2021 when the drug failed to significantly prolong progression-free survival (PFS) in the Phase III INTRIGUE study against Pfizer's Sutent (sunitinib) in patients with second-line GIST.Deciphera is currently investigating Qinlock in the late-stage INSIGHT trial for second-line GIST patients with mutations in KIT exon 11 and 17 and/or 18 and the absence of mutations in KIT exon 9, 13, and/or 14. Meanwhile, vimseltinib is expected to be filed with regulators later this year after meeting the primary endpoint of the Phase III MOTION study in patients with tenosynovial giant cell tumours not amenable to surgery.The boards of both companies have unanimously approved the transaction, which is expected to close in the third quarter. The price of the deal represents a premium of 74.7% over Deciphera’s closing share price on April 26.