Ultragenyx Pharmaceutical Inc. (NASDAQ:RARE) (“Ultragenyx” or the
“Company”), a biopharmaceutical company focused on the development
of novel products for rare and ultra-rare diseases, and Dimension
Therapeutics, Inc. (NASDAQ:DMTX) (“Dimension”) today announced that
the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) with respect to Ultragenyx’s
proposed acquisition of Dimension expired at 11:59 p.m. on October
25, 2017.
On October 2, 2017, Ultragenyx and Dimension entered into an
agreement under which Ultragenyx will acquire all of the
outstanding shares of Dimension for $6.00 per share in cash,
without interest, with the transaction to be effected through a
tender offer. The expiration of the HSR waiting period satisfies
one of the conditions to consummate the tender offer. Other offer
conditions remain to be satisfied, including among others, a
minimum tender of at least a majority of outstanding Dimension
shares on a then fully diluted basis.
The tender offer is scheduled to expire at 12:00 midnight,
Eastern time, on November 7, 2017 (one minute after 11:59 p.m.,
Eastern time, on November 6, 2017), unless it is extended pursuant
to and in accordance with the terms of the merger agreement between
Ultragenyx and Dimension. The complete Offer to Purchase related to
the tender offer was filed with the U.S. Securities and Exchange
Commission (the “SEC”) on October 10, 2017 and can be viewed online
at www.sec.gov.
About Ultragenyx Pharmaceutical Inc. Ultragenyx
is a biopharmaceutical company committed to bringing to market
novel products for the treatment of rare and ultra-rare diseases,
with a focus on serious, debilitating genetic diseases. The Company
has rapidly built and advanced a diverse portfolio of product
candidates with the potential to address diseases for which the
unmet medical need is high, the biology for treatment is clear, and
for which there are no approved therapies.
The Company is led by a management team experienced in the
development and commercialization of rare disease therapeutics.
Ultragenyx’s strategy is predicated upon time and cost-efficient
drug development, with the goal of delivering safe and effective
therapies to patients with the utmost urgency.
For more information on Ultragenyx, please visit the Company’s
website at www.ultragenyx.com.
About Dimension Therapeutics, Inc.
Dimension Therapeutics, Inc. (NASDAQ:DMTX) is a leader in
discovering and developing new therapeutic products for people
living with devastating rare and metabolic diseases associated with
the liver, based on the most advanced mammalian adeno-associated
virus (AAV) gene delivery technology. Dimension is actively
progressing its broad pipeline, which features programs addressing
unmet needs for patients suffering from inherited metabolic
diseases, including OTC deficiency and GSDIa, and a collaboration
with Bayer in hemophilia A. Dimension has initiated a phase 1/2
clinical trial with DTX301 for the treatment of OTC deficiency. The
company targets diseases with readily identifiable patient
populations, highly predictive preclinical models, and
well-described, and often clinically validated, biomarkers. Founded
in 2013, Dimension maintains headquarters in Cambridge,
Massachusetts.
Forward Looking Statements Except for the
historical information contained herein, the matters set forth in
this communication, including statements of anticipated changes in
the business environment in which Ultragenyx and Dimension operate
and in Ultragenyx’s or Dimension’s future prospects or results,
statements relating to Ultragenyx’s or Dimension’s intentions,
plans, hopes, beliefs, anticipations, expectations or predictions
of the future, or statements relating to the consummation of the
transaction and the potential benefits of the transaction, are
forward-looking statements. Such forward-looking statements involve
substantial risks and uncertainties that could cause clinical
development programs, future results, performance or achievements
to differ significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the uncertainties inherent in the clinical drug
development process, such as the regulatory approval process, the
timing of regulatory filings and other matters that could affect
sufficiency of existing cash, cash equivalents and short-term
investments to fund operations and the availability or commercial
potential of our drug candidates. There is no assurance that the
transaction will be consummated, and it is important to note that
actual results could differ materially from those projected in such
forward-looking statements. Ultragenyx and Dimension undertake no
obligation to update or revise any forward-looking statements. For
a further description of the risks and uncertainties that could
cause actual results to differ from those expressed in these
forward-looking statements, as well as risks relating to the
business of Ultragenyx and Dimension in general, see Ultragenyx's
Quarterly Report on Form 10-Q filed with the SEC on July 28, 2017,
and Dimension’s Quarterly Report on Form 10-Q filed with the SEC on
August 8, 2017, and their respective subsequent periodic reports
filed with the SEC.
Additional Information and Where to Find ItThis
announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Dimension. Ultragenyx has filed a tender
offer statement on Schedule TO, including an Offer to Purchase, a
Letter of Transmittal and related documents, with the SEC and a
Solicitation/Recommendation Statement on Schedule 14D-9 has been
filed with the SEC by Dimension.
Dimension stockholders and other investors are
urged to read the tender offer materials (including the Offer to
Purchase, related Letter of Transmittal and certain other offer
documents) and the Solicitation/Recommendation Statement, in each
case as may be amended from time to time, because they will contain
important information which should be read carefully before any
decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
have been sent to all stockholders of Dimension at no expense to
them. The Tender Offer Statement and the
Solicitation/Recommendation Statement are available for free at the
Commission’s web site at www.sec.gov. Free copies of these
materials and certain other offering documents will be made
available by Ultragenyx upon request by mail to Ultragenyx
Pharmaceutical Inc., 60 Leveroni Ct., Novato, CA 94949, attention:
Investor Relations, by phone at (415) 483-8800, or directed to the
information agent for the offer, D.F. King & Co., Inc.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Ultragenyx and Dimension
file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by Ultragenyx or Dimension at
the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Ultragenyx’s and
Dimension’s filings with the SEC are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
Contacts for Ultragenyx: Ryan
Martins 415-483-8257
Danielle Keatley415-475-6876
Contacts for Dimension
Therapeutics: Mary Thistle Chief Operating Officer
Dimension Therapeutics 617-714-0659 mary.thistle@dimensiontx.com
Burns McClellan, on behalf of Dimension Therapeutics
Media: Justin Jackson 212-213-0006, ext.327
jjackson@burnsmc.com
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