Most of 23andMe bought for a lot more than one could have thought–and why? Yesterday, the board of 23andMe confirmed that they have a court-approved definitive agreement for the sale of their core genomics units to Regeneron Pharmaceuticals, Inc., a publicly traded (Nasdaq) biotech company based in Tarrytown, New York. The purchase price of $256 million includes the Personal Genome Service (PGS) and Total Health and Research Services business lines–but not Lemonaid. 23andMe will be operated as a wholly owned direct or indirect subsidiary.

The asset auction was completed on 16 May. The acquisition by Regeneron remains subject to approval by the US Bankruptcy Court for the Eastern District of Missouri, approval under the Hart-Scott-Rodino (HSR) Act, and customary closing conditions. The bankruptcy court will hold the approval hearing on 17 June. With the court’s and HSR approvals, the closing is anticipated to be sometime in Q3 this year, which is fairly rapid.

What didn’t sell to Regeneron or anyone else was Lemonaid, their DTC telehealth/prescribing business. It will be wound down “in an orderly manner, subject to and in accordance with the agreement” according to 23andMe’s press release. The lack of an approved bid for Lemonaid is puzzling, given the popularity of DTC telediagnosis and teleprescribing of various remedies stimulated by GLP-1 based weight loss. Perhaps Lemonaid’s business (or lack thereof), never reported by itself, along with its 2021 acquisition for an inflated $400 million ($100 million cash/$300 million in now-worthless stock), contributed. According to early April reports, Nucleus Genomics was interested in Lemonaid, to combine it with their own genetics marketing to add treatment to the ‘one and done’ of genetics testing, roughly along the lines of 23andMe’s original vision.  Nucleus had made a pass at 23andMe in 2024 but never got beyond the talking stage. [TTA 3 Apr]

Required in the Regeneron sale and otherwise agreed are:

• Adherence to data privacy policies both under 23andMe’s privacy policy and ‘applicable law’. Presumably that also adheres to FTC chairman Andrew Ferguson’s statement re privacy and data security.
• A court-appointed, independent Consumer Privacy Ombudsman. The CPO is responsible for examining the transition and the impact, if any, on consumer privacy once it is approved. Regeneron, a large and long established company, has a track record and programs in genetics research. The report is due to the court by 10 June, one week prior to the approval hearing.
• Regeneron is offering employment to 23andMe’s remaining employees within the purchased business units. This promise may be less charitable than it seems. Two weeks ago, 23andMe filed a WARN notice with the California Employment Development Department that it plans to terminate 250 employees and close its San Francisco office by 17 June. Whether the successful sale will halt the layoffs in part or totally is not yet known. Preceding layoffs and operational closures had whittled down the employee group to an undetermined number.  SF Chronicle

Regeneron’s Aris Bara, MD, senior vice president and head of the Regeneron Genetics Center, commented on security in their statement:  “As a world leader in human genetics, Regeneron Genetics Center is committed to and has a proven track record of safeguarding the genetic data of people across the globe, and, with their consent, using this data to pursue discoveries that benefit science and society. We assure 23andMe customers that we are committed to protecting the 23andMe dataset with our high standards of data privacy, security and ethical oversight and will advance its full potential to improve human health.” Their Genetics Center has used in research deidentified data from nearly 3 million people.

Debtor-in-possession (DIP) financing continues. At the time of the Chapter 11, JMB Capital Partners had provided DIP financing of up to $35 million [TTA 28 Mar]. This continues with a second tranche of financing for an unknown amount.

Why did Regeneron make such a generous offer? What did they see? 23andMe was a company with essentially zero value, where assets and liabilities canceled each other out possibly as early as 2018 (Sergei Polevikov), three years before it went public. The only bids prior to the Chapter 11 were made by co-founder and then CEO Anne Wojcicki, with two take-private offers estimated at $12 million from her with the highest but short-lived bid of $71 million (Wojcicki with New Mountain Capital) [TTA 4 Mar]. Wojcicki, like other shareholders, has no chance of reward from this sale, unless some arrangement was made on her class of stock (purely speculative by this Editor).

The value to Regeneron is 1) more genetic data on 15 million users, minus the unknown number that deleted their data and samples as advised by multiple states or never provided consent, 2) research from terminated operations (e.g. drug discovery), and 3) survey data. 85% of 15 million users consented at the time to individual de-identified data being used for research. That research included an optional survey which added to their profiles. Once you consented to answering surveys, every time you visited the research page, you’d get questions to answer until they were all answered. How many of close to 13 million research-consenting users took the surveys? Reports deduced that deleting data and samples didn’t delete voluntary survey information.

The bottom line:  To start, Regeneron is a $66 billion company. $256 million is, basically, pocket lint. But what makes 23andMe a smart buy for them, at least on the surface?

• 85% of 15 million users consented to have their data used for research–12.75 million. (We will leave aside the question that this was ‘meaningful consent’, as the Electronic Privacy Information Center termed it in Recorded Future News.)
• Let’s assume that 15% took the advice of their attorneys general and deleted (or will delete) their data, or that data is somehow compromised. Subtract 1.9 million.
• That is data on 10.85 million users–not counting the unknown amount of deidentified survey information from the data deleters that may or may not be accessible.
• Regeneron is acquiring genetic data and some research at $23.60 per user. That raw number does not count the value of other information and research, nor of talent being acquired in the company. This Editor does not know the going rate for genetic data, but it seems inexpensive to me. 

Given that Dr. Bara and the Genetics Center have been doing research using a database of only 3 million or less, Regeneron hit a jackpot of pre-consented data. That may make Ms. Wojcicki’s prediction back in December 2024 in a CBS interview that the company would be thriving in a year and ‘transforming healthcare’ in five. It just won’t be hers anymore.

This story is developing.