EX-99.2 3 tm2331814d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

1 November 15, 2023 Acquisition of ImmunoGen November 30, 2023

 

2 November 30, 2023 Forward - Looking Statements and Non - GAAP Financial Information Some statements in this presentation, including those relating to the proposed acquisition of ImmunoGen by AbbVie, are, or ma y b e considered, forward - looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "project" and sim ilar expressions and uses of future or conditional verbs, generally identify forward - looking statements. AbbVie cautions that these forward - looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward - looking statements. Such risks and uncertainties include, but a re not limited to, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by ImmunoGen stockholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close, th e possibility that competing offers may be made, risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the ex pec ted benefits from the acquisition will not be realized or will not be realized within the expected time period, the risk that the businesses will not be integrated successfully, disruption fr om the transaction making it more difficult to maintain business and operational relationships, negative effects of this announcement or the consummation of the proposed acquisition on the market price of AbbVie’s common stock and/or operating results, significant transaction costs, unknown liabilities, the risk of litigation and/or regulatory action s r elated to the proposed acquisition or ImmunoGen’s business, risks related to the financing of the transaction, challenges to intellectual property, competition from other prod uct s, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional inf ormation about the economic, competitive, governmental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," of Ab bVie's 2022 Annual Report on Form 10 - K, which has been filed with the Securities and Exchange Commission, as updated by its subsequent Quarterly Reports on Form 10 - Q. AbbVie unde rtakes no obligation, and specifically declines, to release publicly any revisions to forward - looking statements as a result of subsequent events or developments, exce pt as required by law. This presentation contains certain non - GAAP financial measures. Non - GAAP financial measures are adjusted for certain non - cash it ems and for factors that are unusual or unpredictable, and exclude those costs, expenses and other specified items presented in AbbVie’s reconciliation tables. AbbVi e’s management believes non - GAAP financial measures provide useful information to investors regarding AbbVie’s results of operations and assist management, analysts and in vestors in evaluating the performance of the business. Non - GAAP financial measures should be considered in addition to, and not as a substitute for, measures of financial pe rformance prepared in accordance with GAAP. AbbVie does not provide a reconciliation of forward - looking non - GAAP financial measures to the most directly comparable GAAP rep orted financial measures on a forward - looking basis because it is unable to predict with reasonable certainty the ultimate outcome of unusual gains and losses, certain acq uis ition - related expenses, gains and losses from equity securities, actuarial gains and losses from pension and postretirement plan remeasurements, potential future asset impairment s a nd pending litigation without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guida nce period. This presentation is intended for the investor community only; materials are not intended to promote the products referenced her ein or otherwise influence healthcare prescribing decisions.

 

3 November 30, 2023 Strategic Rationale Accelerates AbbVie’s entry into solid tumor space by providing a differentiated on - market drug for ovarian cancer, with ongoing late - stage development program to support expansion into larger treatment settings of ovarian cancer Complements and enhances AbbVie’s oncology ADC efforts by adding technologies, scientific expertise and a promising ADC pipeline targeting heme malignancies and solid tumors Maximizes ImmunoGen’s first - in - class folate receptor alpha (FR a ) directed ADC by leveraging AbbVie’s global commercial infrastructure and clinical/regulatory expertise Provides AbbVie with a potential multi - billion dollar therapy to drive long - term revenue growth through the middle of the next decade

 

4 November 30, 2023 ImmunoGen Overview Commercial - Stage Biotechnology Company Focused on the Discovery, Development and Commercialization of Antibody - Drug Conjugates for Cancer Patients • Long - standing history in ADCs • Novel pipeline targeting solid tumors and hematologic malignancies • ImmunoGen technology has produced three approved products: KADCYLA, SARCLISA, and ELAHERE • First - in - class FR a ADC, Elahere, FDA approved as a single agent for 2L+ ovarian cancer in the platinum - resistant setting (PROC) • Only ADC approved in ovarian cancer and first new therapy for PROC since 2014 • Ongoing development to expand Elahere to larger segments of the ovarian cancer market KADCYLA marketed by Roche/Genentech (Genentech licensed from ImmunoGen exclusive rights to use the Company's maytansinoid TAP te chnology to develop anticancer products targeting HER2); Sarclisa marketed by Sanofi (ImmunoGen granted Sanofi an exclusive license to develop, manufacture, and commercialize isatuximab for relapsed and refract ory multiple myeloma)

 

5 November 30, 2023 Elahere Overview Anti - FR a ADC approved in the U.S. under accelerated approval pathway for 2L+ FR a high, platinum - resistant ovarian cancer First targeted agent to show overall survival benefit in platinum resistant patients Differentiated safety profile versus chemotherapy with fewer TEAEs/SAEs (e.g. fewer low blood counts, less hair loss) Rapid uptake and strong launch trajectory in first year of U.S. launch, representing one of the most successful new product launches in oncology Ongoing development program to support label expansion into additional treatment settings in ovarian cancer, including 2L+ platinum - sensitive, 1L maintenance, and FR a medium expressors TEAEs: Treatment emergent adverse events; SAEs: Serious adverse events

 

6 November 30, 2023 Ovarian Cancer Represents a Large and Underserved Market Majority of ovarian cancer patients express FR a ~35% high ~30% medium Ovarian cancer is the leading cause of death from gynecological cancers 5 - Year Survival Rate of ~50% ~85,000 ovarian cancer drug - treated new patient starts annually in US and EU5 ~42,000 new patient starts are 2L+ (~45% PROC / ~55% PSOC) ~$3B global market today Forecast to grow 2x in 5 years and 4x in 10 years Sources: Clarivate DRG, Evaluate Pharma, SEER database, Company estimates PROC: Platinum - resistant ovarian cancer; PSOC: Platinum - sensitive ovarian cancer

 

7 November 30, 2023 Elahere Development Programs in Ovarian Cancer Expansion Opportunities in 2L+ Platinum - Sensitive, 1L Maintenance, FR a Medium Expressors • MARISOL Ph3 confirmatory study in FR a - high patients with PROC • Positive top - line data demonstrating statistically significantly improvement in OS, PFS, and ORR • First therapy to demonstrate an overall survival benefit versus chemotherapy in a Ph3 trial in PROC • Designed to support full approval in US and EU (sNDA submitted to FDA and MAA accepted by EMA) Platinum - Resistant Ovarian Cancer • PICCOLO Elahere monotherapy single - arm Ph2 trial in FR a - high patients with 3L+ PSOC • GLORIOSA randomized Ph3 trial for Elahere + bevacizumab maintenance in FR a - high PSOC • Trial 420 single - arm Ph2 trial for Elahere + carboplatin followed by Elahere continuation in FR a - medium and high patients with PSOC; Designed to inform a potential path to registration in recurrent PSOC Platinum - Sensitive Ovarian Cancer 1L Maintenance • Plan to explore Elahere + SOC (bev or PARPi) as 1L maintenance regimen • Benefits observed in later - line PROC / PSOC subjects have potential to translate to success in 1L • Ph3 studies expected to begin in 2024 (combo w/ bev in HRD negative) and 2025 (combo w/ PARPi in HRD positive) FR a Medium Patients • Strong potential in FR a - medium patients based on data generated to - date • Potential use in FR a - medium expressors expands opportunity across all segments of ovarian cancer market (1L maintenance; 2L+ PROC and PSOC) • Plan to include FR a - medium patients in future development programs for Elahere and IMGN - 151 Indication expansion anticipated in the 2028 - 2030 timeframe OS: Overall survival; PFS: Progression - free survival; ORR: Objective response rate; HRD: Homologous recombination deficiency

 

8 November 30, 2023 ImmunoGen Pipeline Novel pipeline targeting solid tumors and hematologic malignancies PIVEKIMAB SUNIRINE CD123 - targeting ADC IMGN - 151 Folate receptor alpha - targeting ADC Next - generation anti - FR a ADC designed for enhanced payload delivery, cell killing, and bystander activity ADC contains a bi - paratopic antibody (two unique arms that target different epitopes), more potent maytansine - derived payload, and cleavable peptide linker which is more stable in circulation Expands beyond Elahere to all levels of FR a expression in ovarian cancer (low - medium) and potentially to other solid tumors that express FR a (e.g. endometrial, TNBC, NSCLC) Phase 1 ongoing in ovarian and endometrial cancers ADC with novel DNA alkylator payload designed for high potency against CD123 - expressing hematologic malignancies Encouraging monotherapy activity demonstrated in Phase 1 BPDCN and AML studies Granted BTD for treatment of relapsed/refractory BPDCN, a rare and aggressive blood cancer Pivotal phase 2 study ongoing in frontline de novo BPDCN patients, with top - line data expected in 2024 Phase 2 study underway evaluating in combination with Venclexta/azacitidine in AML TNBC: Triple - negative breast cancer; NSCLC: Non - small cell lung cancer; BPDCN: Blastic plasmacytoid dendritic cell neoplasm; AML : Acute myeloid leukemia

 

9 November 30, 2023 ImmunoGen Development Programs ADAM9: ADAM metallopeptidase domain 9; CD123: Interleukin - 3 receptor alpha chain; FR a : Folate receptor alpha AML: Acute myeloid leukemia; BPDCN: Blastic plasmacytoid dendritic cell neoplasm; NSCLC: Non - small cell lung cancer; TNBC: Tripl e - negative breast cancer;

 

10 November 30, 2023 ADC Technology Synergies Opportunity to complement AbbVie’s ADC technologies to develop compelling next - generation ADCs for a broad set of solid tumors types ImmunoGen brings 40+ years of experience in ADC development with unique targeted antibodies, optimized linkers for stability, and novel potent payloads AbbVie has developed novel ADC technology through several decades of research and brings unique strengths in antibody engineering, drug - linker chemistry and toxin research Combined capabilities have the potential to develop better building blocks (payloads, linkers, targets, antibodies), which are the key to delivering transformative ADC therapies Leading AbbVie Targets • cMET : Teliso - V; ABBV - 400; ABBV - 303 • SEZ6: ABBV - 706 • PSMA STEAP1: ABBV - 969 • Rapidly expanding a set of novel TOP1 ADCs Leading ImmunoGen Targets • FR a : Elahere, IMGN - 151 • CD123: Pivekimab sunirine

 

11 November 30, 2023 ImmunoGen Highly Complementary to AbbVie’s Solid Tumor Pipeline Ovarian Lung CRC GEA PDAC HCC H&N TNBC Kidney MRPC ADCs and other targeted therapies Elahere (ADC) FRα (DM4 maytansinoid) Approved IMGN - 151 (ADC) FRα (DM21 maytansinoid) Teliso - V (ADC) cMET (MMAE) ABBV - 400 (ADC) cMET (TOP1i) ABBV - 706 (ADC) SEZ6 (TOP1i) ABBV - 969* (ADC) PSMA / STEAP1 ABBV - 303* (TriNKET) cMET (NK/CD8+) IO Combos Livmoniplimab GARP/TGF - β 1 TTX - 030 CD39 ABBV - 579, ABBV - 484 PTPN2 ABBV - 514 CCR8 Budigalimab PD - 1 Developed in combination with the rest of the IO and ADC portfolio Phase 3 Phase 1 Development under consideration Phase 2 *ABBV - 969: IND submission planned for December 2023; Ph1 start anticipated 1Q24. ABBV - 303: IND filed; Ph1 start anticipated 1Q24 . CRC: Colorectal Cancer; GEA: Gastroesophageal adenocarcinoma; PDAC: Pancreatic ductal adenocarcinoma; HCC: Hepatocellular car cin oma; H&N: Head and neck cancer; TNBC: Triple - negative breast cancer; MRPC: Metastatic castration - resistant prostate cancer

 

12 November 30, 2023 Transaction and Financial Overview • AbbVie has agreed to acquire all outstanding shares of ImmunoGen for a purchase price of $31.26 per share in all - cash transactio n • Premium of approximately 95% to closing share price on November 29, 2023 • Purchase price of $10.1B; Implied transaction value of ~$9.8B net of estimated cash acquired • Will fund the transaction with a combination of cash and debt PURCHASE PRICE • As an on - market, de - risked asset, Elahere represents most substantial component of deal value; Elahere’s sales expected to grow steadily in initial indication and begin to significantly increase in 2030+ following development in larger segments of the ovarian ca nce r market • Modest value ascribed to next - generation anti - FR a ADC (IMGN - 151) and pivekimab given early stages of development DEAL VALUE CAPITAL ALLOCATION PRIORITIES FINANCIAL IMPACT • Closing anticipated in the middle of 2024, subject to ImmunoGen shareholder approval, regulatory approvals and other customary closing conditions • Expected to negatively impact adjusted diluted EPS by approximately $0.13 in 2024 (partial year based on 2Q24 close) and approximately $0.16 in 2025 based on increased R&D, operating and interest expenses; Neutral to EPS in 2026, accretive therea fte r • AbbVie maintains adjusted diluted EPS floor of $11.00 in 2024, inclusive of negative impact from ImmunoGen transaction; Will pro vide formal 2024 EPS guidance on 4Q23 earnings call • No change to AbbVie’s capital allocation priorities • Remain committed to a strong growing dividend • Maintain flexibility for additional M&A • Expect to maintain A3/A - credit rating

 

13 November 30, 2023 Key Takeaways Accelerates and strengthens AbbVie’s presence in solid tumors and contributes meaningful revenue growth over the next decade • Elahere represents a de - risked, on - market therapy with a proven survival benefit and strong launch trajectory in initial indication • Significant expansion opportunities for broader use in ovarian cancer over time • Meaningful sales contribution in the near - term from existing indications, growing to a multi - billion dollar opportunity following development in larger segments of the ovarian cancer market over next 5 - 10 years Augments AbbVie’s solid tumor pipeline with novel ADCs and scientific expertise • Provides pipeline of novel ADCs targeting solid tumors and hematologic malignancies • Next - generation FR a ADC (IMGN - 151) provides opportunity for sustained long - term growth in ovarian cancer and expansion opportunities to other solid tumor types with FR a expression • Pivekimab sunirine represents an attractive near - term opportunity in rare hematologic malignancies