BridgeBio Pharma, Inc. (Nasdaq: BBIO), a company focused on genetic
diseases, and Eidos Therapeutics, Inc. (Nasdaq: EIDX), a company
focused on transthyretin (TTR) amyloidosis (ATTR), today announced
they have entered into a definitive agreement under which BridgeBio
has agreed to acquire all of the outstanding common stock of Eidos
it does not already own, representing approximately 36.3% of Eidos’
outstanding shares. Eidos stockholders will have the right to
receive in the transaction, at their election, either 1.85 shares
of BridgeBio common stock or $73.26 in cash per Eidos share in the
transaction, up to an aggregate maximum of $175 million of cash.
The agreement was unanimously approved by BridgeBio’s Board of
Directors and was approved by Eidos’ Board of Directors based upon
the unanimous recommendation of a special committee of independent
directors of Eidos.
With this transaction, BridgeBio fully and formally welcomes
Eidos back into its vibrant ecosystem of innovation. Eidos is
developing acoramidis, a potential best-in-class TTR stabilizer,
for patients with ATTR cardiomyopathy and polyneuropathy.
“With the completion of screening in the Phase 3 ATTRibute-CM
study of acoramidis and expected enrollment of more than 600
participants, now is the time to begin laying the groundwork for a
global launch. This transaction removes the operational complexity
of the current ownership structure and allows us to fully unlock
the potential of this investigational medicine for patients and
investors,” said Neil Kumar, Ph.D., founder and CEO of BridgeBio
and CEO of Eidos. “Bringing Eidos fully back to BridgeBio positions
us to invest in all opportunities around acoramidis, including
subsequent studies to potentially broaden the evidence for its
usage, and accelerate its commercial development using BridgeBio’s
established infrastructure. We are excited to welcome acoramidis
back into an ecosystem where cutting-edge science is being done
across inherited diseases and targeted oncology.”
BridgeBio applies its discover, create, test and deliver
platform to target well described genetic diseases at their source.
Using this platform Eidos will be able to capitalize on BridgeBio’s
global clinical development and regulatory expertise, its
developing commercial infrastructure, and its broader capital base
to reach more patients more effectively. BridgeBio will be able to
invest in novel formulations and studies of acoramidis to maximize
its long-term potential benefit to ATTR patients, as well as
developing its commercial infrastructure.
Eidos and acoramidis will also become the keystone in
BridgeBio’s growing cardiorenal portfolio, which includes drug
development in autosomal dominant hypocalcemia type 1 (ADH1) and
primary hyperoxaluria type 1 (PH1) as well as undisclosed precision
cardiology drug discovery programs.
Eidos completed screening in September for its pivotal Phase 3
ATTRibute-CM clinical trial of acoramidis in patients with ATTR
cardiomyopathy. The study is expected to enroll more than 600
subjects with either wild-type or variant TTR across more than 80
sites in 18 countries. Topline results from Part A are expected in
late 2021 or early 2022 and from Part B in 2023. If Part A is
successful, the company intends to file for regulatory approval of
acoramidis in 2022.
BridgeBio expects to launch two drugs, if approved, in 2021 and
is building the capabilities necessary to deliver genetic medicines
to patients around the globe, which it can deploy for
acoramidis.
“ATTR is a rapidly progressive and fatal disease when left
untreated, so we know that every moment counts for the patients and
families we aim to serve. With Eidos fully reunited with BridgeBio,
we intend to move as quickly as possible to advance acoramidis
through the development process and, if approved, into the
marketplace,” said Cameron Turtle, D.Phil., senior vice president
of cardiorenal disease at BridgeBio.
“The special committee of Eidos’ Board believes that this
transaction is in the best interest of the Eidos minority
stockholders and offers them compelling value,” said William Lis,
chairman of the special committee of Eidos’ Board. “The transaction
recognizes the significant current value of acoramidis and allows
the Eidos minority stockholders to participate in the potential
future value of both acoramidis and the broader BridgeBio pipeline
of over 20 novel medicines in development for genetic
diseases.”
BridgeBio anticipates several meaningful upcoming milestones
across its portfolio over the next 12-18 months, including topline
Phase 3 Part A data from acoramidis in ATTR cardiomyopathy, Phase 2
data from low-dose infigratinib (FGFR inhibitor) in achondroplasia,
Phase 1/2 data from AAV5 gene therapy in congenital adrenal
hyperplasia, and Phase 2 data from encaleret (calcium sensing
receptor antagonist) in autosomal dominant hypocalcemia type 1.
Additional Transaction
Details
Under the terms of the agreement, Eidos stockholders will be
entitled to elect to receive the consideration for each share of
Eidos common stock in all-stock or all-cash, subject to proration
such that the cash portion of the transaction will not exceed $175
million in the aggregate.
- All-stock consideration: 1.85 shares of BridgeBio common stock
per Eidos share; or
- All-cash consideration: $73.26 in cash per Eidos share, subject
to proration.
The merger consideration represents a 55% premium to the volume
weighted average price of Eidos shares over the 30 trading days
ending on October 2, 2020 and a 41% premium to the closing trading
price of Eidos common shares on October 2, 2020, based on the
closing trading price of BridgeBio shares on October 2, 2020.
Eidos stockholders who do not make an election will be deemed to
have elected the all-stock consideration. The transaction is
intended to be treated as a reorganization for U.S. federal income
tax purposes, in which case gain would be recognized by the Eidos
stockholders only to the extent of any cash consideration received.
At closing, Eidos stockholders will own between 16% and 18% of
BridgeBio, depending on the amount of cash Eidos stockholders elect
to receive.
The transaction is not subject to a financing contingency.
BridgeBio intends to fund the cash consideration with available
cash on hand.
The transaction, which is expected to close in the first quarter
of 2021, is subject to the approval of a majority of Eidos’ shares
held by stockholders other than BridgeBio and its affiliates. In
addition, in accordance with Section 203 of the Delaware General
Corporation Law, the transaction is also subject to the approval of
at least 66-2/3% of Eidos’ outstanding voting shares not currently
owned by BridgeBio or its affiliates or associates (as such terms
are defined in Section 203 of the Delaware General Corporation
Law), as well as other customary closing conditions. The issuance
of shares by BridgeBio will also need to be approved by the
affirmative vote of a majority of the votes cast by BridgeBio’s
stockholders voting on such matter. Directors of BridgeBio and
their affiliates, collectively owning approximately 36% of the
outstanding BridgeBio shares, have agreed to enter into voting and
support agreements and have agreed to vote in favor of the share
issuance. There is no filing requirement under the
Hart-Scott-Rodino Antitrust Improvements Act for this
transaction.
Upon closing, Eidos will become a wholly owned subsidiary of
BridgeBio and Eidos’ common stock will cease trading independently
on The Nasdaq Global Select Market.
AdvisorsGoldman Sachs & Co. LLC and J.P.
Morgan Securities LLC are acting as financial advisors to
BridgeBio, and Skadden, Arps, Slate, Meagher & Flom LLP is
providing legal counsel. Centerview Partners LLC is acting as
financial advisor to the special committee of Eidos’ Board, and
Cravath, Swaine & Moore LLP is providing legal counsel to the
special committee.
CONFERENCE CALL AND
WEBCAST BridgeBio and Eidos will discuss this
transaction today on a conference call and webcast today at 8 a.m.,
ET. Institutional investors and analysts are invited to participate
in the call by dialing (800) 379-2666, or (409) 937-8964 for
international calls using conference ID: 7359337. Other interested
parties, including individual investors, members of the media and
employees of BridgeBio and Eidos, are encouraged to participate via
webcast. The webcast may be accessed here
https://edge.media-server.com/mmc/p/856misya.
About BridgeBio
PharmaBridgeBio Pharma is a team of experienced drug
discoverers, developers and innovators working to create
life-altering medicines that target well-characterized genetic
diseases at their source. BridgeBio was founded in 2015 to identify
and advance transformative medicines to treat patients who suffer
from Mendelian diseases, which are diseases that arise from defects
in a single gene, and cancers with clear genetic drivers.
BridgeBio’s pipeline of over 20 development programs includes
product candidates ranging from early discovery to late-stage
development. For more information visit www.bridgebio.com.
About Eidos TherapeuticsEidos
Therapeutics is a clinical stage biopharmaceutical company focused
on addressing the large and growing unmet need in diseases caused
by transthyretin (TTR) amyloidosis (ATTR). Eidos is developing
acoramidis, a potentially disease-modifying therapy for the
treatment of ATTR. For more information, visit www.eidostx.com.
Additional Information and Where to Find It
This press release is being made in respect of the proposed
transaction involving [BridgeBio Pharma] (“BridgeBio”) and [Eidos
Therapeutics] (“Eidos”), which will be submitted to BridgeBio’s and
Eidos’ stockholders for their consideration. BridgeBio intends to
file a registration statement on Form S-4 with the U.S. Securities
and Exchange Commission (“SEC”), which will include a joint proxy
statement of BridgeBio and Eidos, and each party will file other
documents regarding the proposed transaction with the SEC. Any
definitive proxy statement(s) / prospectus(es) (if and when
available) will also be sent to the stockholders of BridgeBio and
Eidos, when seeking any required stockholder approval. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval. This press release is not intended to be, and is not, a
substitute for such filings or for any other document that
BridgeBio or Eidos may file with the SEC in connection with the
proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE ENTIRE REGISTRATION STATEMENT(S) AND PROXY STATEMENT(S) /
PROSPECTUS(ES), WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The documents filed or furnished by BridgeBio and
Eidos with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by
BridgeBio may be obtained free of charge from BridgeBio at
investor.bridgebio.com, under the tab “Financials & Filings,”
and the documents filed by Eidos may be obtained free of charge
from Eidos at www.eidostx.com, under the tab “Investors.”
Alternatively, these documents, when available, can be obtained
free of charge from BridgeBio upon written request to BridgeBio
Pharma at 421 Kipling Street, Palo Alto, CA 94301, Attn: Investor
Relations, or by calling 650-391-9740, or from Eidos upon written
request to Eidos at 101 Montgomery Street, Suite 2000, San
Francisco, CA 94104, Attn: Investor Relations, or by calling
415-887-1471.
Participants in the SolicitationBridgeBio,
Eidos and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of Eidos in connection with the proposed
transaction under the rules of the SEC. Investors may obtain
information regarding the names, affiliations and interests of
directors and executive officers of BridgeBio in BridgeBio’s proxy
statement for its 2020 annual meeting of stockholders, which was
filed with the SEC on April 22, 2020, as well as its other filings
with the SEC. Investors may obtain information regarding the names,
affiliations and interests of Eidos’ directors and executive
officers in Eidos’ proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on April 24, 2020, as
well as its other filings with the SEC. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be included in the registration statement, joint
proxy statement / prospectus and other relevant materials to be
filed with the SEC regarding the proposed transaction (if and when
they become available). You may obtain free copies of these
documents at the SEC’s website at www.sec.gov. Copies of documents
filed with the SEC by BridgeBio and Eidos will also be available
free of charge from BridgeBio or Eidos, as applicable, using the
contact information above.
No Offer or SolicitationThis material is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to buy, sell or solicit any securities or
any proxy, vote or approval in any jurisdiction pursuant to or in
connection with the proposed transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended (Securities Act).
Forward-Looking StatementsThis press release
contains forward-looking statements relating to the proposed
transaction involving BridgeBio and Eidos, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed transaction. Statements in this press
release that are not statements of historical fact are considered
forward-looking statements within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which are
usually identified by the use of words such as “anticipates,”
“believes,” “continues”, “could”, “estimates,” “expects,”
“intends,” “may,” “plans,” “potential”, “predicts”, “projects,”
“seeks,” “should,” “will,” and variations of such words or similar
expressions. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act and
Section 21E of the Exchange Act and are making this statement
for purposes of complying with those safe harbor provisions. These
forward-looking statements are neither forecasts, promises nor
guarantees, and are based on the current beliefs of BridgeBio’s
management and Eidos’ management as well as assumptions made by and
information currently available to BridgeBio and Eidos. Such
statements reflect the current views of BridgeBio and Eidos with
respect to future events and are subject to known and unknown
risks, including business, regulatory, economic and competitive
risks, uncertainties, contingencies and assumptions about BridgeBio
and Eidos, including, without limitation, (i) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the proposed transaction, (ii) the risk that
BridgeBio’s and/or Eidos’ stockholders may not approve the proposed
transaction, (iii) inability to complete the proposed transaction
because, among other reasons, conditions to the closing of the
proposed transaction may not be satisfied or waived, (iv)
uncertainty as to the timing of completion of the proposed
transaction, (v) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction, (vi) potential litigation relating to the proposed
transaction that could be instituted against BridgeBio, Eidos or
their respective directors and officers, including the effects of
any outcomes related thereto, (vii) possible disruptions from the
proposed transaction that could harm BridgeBio’s or Eidos’
respective business, including current plans and operations, (viii)
unexpected costs, charges or expenses resulting from the proposed
transaction, (ix) uncertainty of the expected financial performance
of each of BridgeBio and Eidos following completion of the proposed
transaction, including the possibility that the expected synergies
and value creation from the proposed transaction will not be
realized or will not be realized within the expected time period,
(x) the ability of BridgeBio and/or Eidos to implement their
respective business strategies, (xi) the ability of each of
BridgeBio or Eidos to continue its planned preclinical and clinical
development of its respective development programs, and the timing
and success of any such continued preclinical and clinical
development and planned regulatory submissions, (xii) the potential
therapeutic and clinical benefits of acoramidis, (xiii) inability
to retain and hire key personnel and (xii) the unknown future
impact of the COVID-19 pandemic delay on certain clinical
trial milestones and/or BridgeBio’s or Eidos’ operations or
operating expenses. Although BridgeBio and Eidos believe that
BridgeBio’s and Eidos’ plans, intentions, expectations, strategies
and prospects as reflected in or suggested by these forward-looking
statements are reasonable, neither BridgeBio nor Eidos can give any
assurance that the plans, intentions, expectations or strategies
will be attained or achieved. Furthermore, actual results may
differ materially from those described in the forward-looking
statements and will be affected by a number of risks,
uncertainties and assumptions, including, without limitation, those
risks and uncertainties described under the heading “Risk Factors”
in BridgeBio’s and Eidos’ most recent Quarterly Reports on Form
10-Q and Annual Reports on Form 10-K filed with the SEC and in
subsequent filings made by BridgeBio and Eidos with the SEC, which
are available on the SEC’s website at www.sec.gov. Moreover,
BridgeBio and Eidos operate in very competitive and rapidly
changing environments in which new risks emerge from time to time.
These forward-looking statements are based upon the current
expectations and beliefs of BridgeBio’s management and Eidos’
management as of the date of this press release and are subject to
certain risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. We anticipate that subsequent events and developments
will cause our views to change. Except as required by law, each of
BridgeBio and Eidos disclaims any intention or responsibility for
updating or revising any forward-looking statements contained in
this press release in the event of new information, future
developments or otherwise. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release.
Contact:Grace Rauhgrace.rauh@bridgebio.com917-232-5478
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