Concert Pharma Announces Shareholder Approval Of CTP-656 Asset Purchase Agreement With Vertex

LEXINGTON, Mass.--(BUSINESS WIRE)--Concert Pharmaceuticals, Inc. (NASDAQ: CNCE) today announced that in connection with its annual shareholder meeting, Concert shareholders voted to approve the asset purchase agreement under which Vertex Pharmaceuticals, Inc. (NASDAQ: VRTX) will acquire CTP-656 and other assets related to the treatment of cystic fibrosis. CTP-656 is an investigational cystic fibrosis transmembrane conductance regulator (CFTR) potentiator that has the potential to be used as part of future once-daily combination regimens of CFTR modulators that treat the underlying cause of cystic fibrosis. The companies entered into the asset purchase agreement on March 3, 2017. The shareholder approval satisfies one of the conditions to the closing of the asset purchase agreement. Closing of the transaction remains subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Concert continues to expect the transaction to close by October 31, 2017.

As part of the agreement, Vertex will pay Concert $160 million in cash for all worldwide development and commercialization rights to CTP-656. If CTP-656 is approved as part of a combination regimen to treat cystic fibrosis, Concert could receive up to an additional $90 million in milestones based on regulatory approval in the U.S. and reimbursement in the UK, Germany or France.

“We would like to express our appreciation to Concert’s shareholders for their support. We believe this transaction provides the best path to advance CTP-656 as a treatment for cystic fibrosis patients, and provides financial strength to enable Concert to advance our proprietary pipeline of innovative medicines,” said Roger Tung, Ph.D., President and Chief Executive Officer of Concert Pharmaceuticals.

About Concert

Concert Pharmaceuticals is a clinical stage biopharmaceutical company focused on applying its DCE Platform® (deuterated chemical entity platform) to create novel medicines designed to address unmet patient needs. The Company’s approach starts with approved drugs in which deuterium substitution has the potential to enhance clinical safety, tolerability or efficacy. Concert has a broad pipeline of innovative medicines targeting pulmonary diseases, including cystic fibrosis, autoimmune and inflammatory diseases and central nervous systems (CNS) disorders. For more information please visit www.concertpharma.com.

Cautionary Note on Forward Looking Statements

Any statements in this press release about our future expectations, plans and prospects, including statements about the potential payments to be received pursuant to the asset purchase agreement, the expected timing of the closing of the transaction clinical development of CTP-656 and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay, place conditions on, or refuse to grant a necessary regulatory approval; the occurrence of any event that could give rise to termination of the asset purchase agreement; the risk that the proposed transaction disrupts current plans and operations, increases operating costs, results in management distraction and the potential difficulties in maintaining relationships with customers, suppliers and other third parties and employee retention as a result of the transaction and additional regulatory authority requests; the uncertainties inherent in the initiation of future clinical trials; availability and timing of data from ongoing and future clinical trials and the results of such trials; whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials will be indicative of the results of later clinical trials; expectations for regulatory approvals, availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the "Risk Factors" section of our most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission and in other filings that we make with the Securities and Exchange Commission. In addition, any forward-looking statements included in this press release represent our views only as of the date of this release and should not be relied upon as representing our views as of any subsequent date. We specifically disclaim any obligation to update any forward-looking statements included in this press release.

Concert Pharmaceuticals Inc., the CoNCERT Pharmaceuticals Inc. logo and DCE Platform are registered trademarks of Concert Pharmaceuticals, Inc.