- Acquisition further strengthens Rocket’s
leadership in AAV-based cardiac gene therapy and expands Company’s
near-term clinical assets for the treatment of heart
conditions
- Significant unmet medical need in
BAG3-associated dilated cardiomyopathy, with meaningful commercial
opportunity, comparable to Danon Disease
- Creates strong synergies by combining key
assets, personnel, capabilities and IP, as well as access to
world-leading scientific and clinical collaborators, expected to
deliver long-term value for Rocket and Renovacor shareholders
- We believe compelling preclinical data
generated by Renovacor validates mechanism of action of AAV-based
transgene replacement strategy for BAG-3 dilated
cardiomyopathy
- Expected to add approximately $38M in
projected cash at closing; combined with recent $26M ATM sale,
extends cash runway into 2Q’24
- Webcast to be held at 8:00 a.m. E.T. today,
Sept. 20
Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT), a leading
late-stage, clinical biotechnology company advancing an integrated
and sustainable pipeline of genetic therapies for rare childhood
disorders with high unmet need, and Renovacor, Inc. (NYSE: RCOR), a
biotechnology company focused on delivering innovative precision
therapies to improve the lives of patients and families battling
genetically-driven cardiovascular and mechanistically-related
diseases, today announced a definitive agreement under which Rocket
will acquire Renovacor in an all-stock transaction for an implied
value of approximately $2.60 per share, based on the volume
weighted average trading price of Rocket shares of $15.51 for the
30 trading days through and including Monday, September 19, 2022.
The boards of directors of both companies have unanimously approved
the transaction, which is currently expected to close by the first
quarter of 2023.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220920005550/en/
“The acquisition of Renovacor aligns with our strategy to expand
our leadership position in AAV-based gene therapy for cardiac
disease and gives us a perfect opportunity to continue on our
mission to transform the lives of heart failure patients through
the power of gene therapy,” said Gaurav Shah, M.D., Chief Executive
Officer of Rocket. “Building on our success in Danon Disease to
date, I am particularly excited to expand our cardiology focus and
capabilities and address a clear unmet medical need in
BAG3-associated dilated cardiomyopathy. By combining Renovacor’s
compelling preclinical work with our joint clinical, regulatory and
CMC expertise, we believe we will be well-positioned to bring the
highest impact gene therapy with the best chance for success to
these patients in the most productive and efficient manner
possible.”
Dr. Shah continued, “Given the positive pediatric safety data
previously announced from our Phase 1 RP-A501 Danon Disease
program, and the upcoming pediatric efficacy data and longer-term
adult cohort data we anticipate presenting at the Heart Failure
Society of America (HFSA) Scientific Meeting at the end of this
month, this strategic acquisition gives us what we believe is the
broadest platform in the field to address these devastating rare
cardiac diseases. Furthermore, the acquisition will bring to Rocket
key personnel, namely a team of leading cardiology drug development
experts, critical capabilities, and valuable IP to support
continued development of the BAG3 as well as other potential
cardiac programs, including a gene therapy research collaboration
for arrhythmogenic cardiomyopathy.”
Renovacor’s most advanced program, REN-001, is an AAV-based gene
therapy targeting BAG3-associated dilated cardiomyopathy (DCM), a
severe form of heart failure. BAG3-DCM represents a significant
unmet medical need in a patient population with rapidly progressive
cardiac dysfunction in whom no treatments targeting the underlying
mechanism of disease exist. Renovacor has deep technical expertise
in the development of precision therapies that address genetically
driven cardiac diseases. Further, Renovacor is supported by
world-class scientific collaborators, a robust intellectual
property portfolio and personnel with expertise in BAG3-DCM. These
assets and capabilities, all together, represent tremendous value
and will enhance Rocket’s leading position in cardiac AAV-based
gene therapy.
“Renovacor has made tremendous progress in advancing targeted
gene therapies to address the high unmet medical needs of patients
living with genetically driven forms of heart disease,” said
Magdalene Cook, MD, Chief Executive Officer of Renovacor. “Our
experienced team is excited to join Rocket in a shared vision of
broadening patient access to precision medicines for cardiovascular
disease and addressing common barriers jointly. We look forward to
combining the considerable resources and expertise of Renovacor and
Rocket in creating a category leader in the precision cardiology
field. As a result of this combination, we will be suspending
current guidance regarding preclinical and clinical timelines for
our programs as we evaluate these items with the Rocket team.”
Transaction Details
Under the terms of the definitive agreement, Renovacor
shareholders will receive approximately 0.1676 shares of Rocket in
exchange for each of their shares in Renovacor (subject to
adjustment as described below) and are expected to own
approximately 4.6% percent of Rocket equity on a fully diluted
basis immediately following the closing of the transaction. The
exchange ratio implies an equity deal value of approximately $53
million based on fully diluted shares outstanding and the
acceleration and vesting of all earnout shares, or $2.60 per share
of Renovacor, based on the volume weighted average trading price of
Rocket shares of $15.51 for the 30 trading days through and
including Monday, September 19, 2022. The exchange ratio is subject
to adjustment based on Renovacor net cash at closing.
It is currently anticipated that the transaction will close by
the first quarter of 2023, subject to approval by Renovacor and
Rocket shareholders, receipt of any required customary regulatory
approvals and the satisfaction of other customary closing
conditions. RTW Investments, LP, a significant shareholder of both
Rocket and Renovacor, has entered into a voting agreement with
Renovacor, pursuant to which they have agreed, among other things,
and subject to the terms and conditions of the agreement, to vote
in favor of the Renovacor acquisition as a Rocket stockholder.
SVB Securities is serving as exclusive financial advisor and
Goodwin Procter LLP is serving as legal counsel to Rocket. Wells
Fargo Securities is serving as exclusive financial advisor and
Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to
Renovacor.
Investor Webcast Information
Rocket management will discuss the transaction via webcast
today, Sept. 20, 2022, at 8:00 a.m. ET. To access the webcast,
please register online at:
https://ir.rocketpharma.com/events-presentations. Participants are
requested to register a minimum of 15 minutes before the start of
the call. The webcast replay will be available on the Rocket
website upon completion of the event.
About Rocket Pharmaceuticals, Inc.
Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT) is advancing an
integrated and sustainable pipeline of genetic therapies that
correct the root cause of complex and rare childhood disorders. The
Company’s platform-agnostic approach enables it to design the best
therapy for each indication, creating potentially transformative
options for patients afflicted with rare genetic diseases. Rocket's
clinical programs using lentiviral vector (LVV)-based gene therapy
are for the treatment of Fanconi Anemia (FA), a difficult to treat
genetic disease that leads to bone marrow failure and potentially
cancer, Leukocyte Adhesion Deficiency-I (LAD-I), a severe pediatric
genetic disorder that causes recurrent and life-threatening
infections which are frequently fatal, and Pyruvate Kinase
Deficiency (PKD), a rare, monogenic red blood cell disorder
resulting in increased red cell destruction and mild to
life-threatening anemia. Rocket’s first clinical program using
adeno-associated virus (AAV)-based gene therapy is for Danon
Disease, a devastating, pediatric heart failure condition. For more
information about Rocket, please visit www.rocketpharma.com.
About Renovacor
Renovacor is a biotechnology company focused on delivering
innovative precision therapies to improve the lives of patients and
families battling genetically-driven cardiovascular and
mechanistically-related diseases. The company’s lead program in
BAG3-associated dilated cardiomyopathy (DCM) uses gene transfer
technology to address the monogenic cause of this severe form of
heart failure. Renovacor’s vision is to bring life-changing
therapies to patients living with serious genetic cardiovascular
and related diseases, by developing medicines that target the
underlying cause of disease and provide a transformative benefit
and significant improvement to quality of life.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this communication that do not
relate to matters of historical fact should be considered
forward-looking statements, including statements regarding the
anticipated closing of and synergies related to the transaction,
expectations concerning market position, future operations and
other financial and operating information.
These statements are neither promises nor guarantees, but
involve known and unknown risks, uncertainties and other important
factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements, including, but not limited to, the following:
uncertainties as to the timing of the consummation of the proposed
transaction and the ability of the parties to consummate the
proposed transaction; the satisfaction of the conditions precedent
to consummation of the proposed transaction, including the approval
of Renovacor’s and Rocket’s stockholders; any litigation related to
the proposed transaction; disruption of Renovacor’s or Rocket’s
current plans and operations as a result of the proposed
transaction; the ability of Renovacor or Rocket to retain and hire
key personnel; competitive responses to the proposed transaction;
unexpected costs, charges or expenses resulting from the proposed
transaction; the ability of Rocket to successfully integrate
Renovacor’s operations and technology; diversion of managements’
attention from ongoing business operations and opportunities; the
ability of Rocket to implement its plans, forecasts and other
expectations with respect to Renovacor’s business after the
completion of the transaction and realize additional opportunities
for growth and innovation; the ability of Rocket to realize the
anticipated synergies from the proposed transaction in the
anticipated amounts or within the anticipated timeframes or costs
expectations or at all; the ability to maintain relationships with
Rocket’s and Renovacor’s respective employees, customers, other
business partners and governmental authorities; competition; the
impact of the COVID-19 pandemic on Renovacor’s and Rocket’s
businesses, supply chain and labor force; risks related to the
potential impact of general economic, political and market factors
on the companies or the proposed transaction, including as a result
of inflationary pressures; the interest from patients and families
for participation in each of Rocket’s ongoing trials, expectations
regarding the delays and impact of COVID-19 on clinical sites,
patient enrollment, trial timelines and data readouts, our
expectations regarding our drug supply for our ongoing and
anticipated trials, actions of regulatory agencies, which may
affect the initiation, timing and progress of pre-clinical studies
and clinical trials of its product candidates; the risk that the
results of preclinical studies and clinical trials may not be
predictive of future results in connection with future studies or
trials; and the risks and uncertainties described in the “Risk
Factors” section of Renovacor’s and Rocket’s respective annual and
quarterly and reports filed the Securities Exchange Commission.
These filings identify and address important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and neither Renovacor nor Rocket assumes any obligation
and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither Renovacor nor Rocket gives any assurance that
it will achieve its expectations.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed transaction between Renovacor
and Rocket, Renovacor and Rocket will file relevant materials with
the SEC, including a Rocket registration statement on Form S-4 that
will include a joint proxy statement of Renovacor and Rocket and
will also constitute a prospectus of Rocket, and a definitive proxy
statement will be mailed to stockholders of Renovacor and Rocket,
respectively. INVESTORS AND SECURITY HOLDERS OF RENOVACOR AND
ROCKET ARE URGED TO READ THE PROSPECTUS/JOINT PROXY STATEMENT THAT
WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4, AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE IN THE PROSPECTUS/JOINT PROXY STATEMENT (IF ANY)
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND THE RISKS
ASSOCIATED WITH THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain, without charge, a copy of the
registration statement, the prospectus/joint proxy statement and
other relevant documents filed with the SEC (when available) from
the SEC’s website at http://www.sec.gov. Copies of the documents
filed with the SEC by Renovacor will be available free of charge on
Renovacor’s internet website at www.renovacor.com under the tab
“Investor & Media - Financials” or by contacting Renovacor’s
Investor Relations Department at investors@renovacor.com. Copies of
the documents filed with the SEC by Rocket will be available free
of charge on Rocket’s internet website at www.rocketpharma.com
under the tab “Investors – SEC Filings”.
Participants in the Solicitation
Renovacor, Rocket and certain of their directors, executive
officers and other members of management may be deemed to be
participants in the solicitation of proxies with respect to the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Renovacor or Rocket in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the prospectus/joint proxy
statement when it is filed with the SEC. Information regarding
Renovacor’s directors and executive officers is contained in
Renovacor’s definitive proxy statement, which was filed with the
SEC on April 14, 2022, and Renovacor’s Current Reports on Form 8-K,
filed with the SEC on March 28, 2022 and June 3, 2022 (as amended
on June 24, 2022). Information regarding Rocket’s directors and
executive officers is contained in Rocket’s definitive proxy
statement, which was filed with the SEC on April 29, 2022. Security
holders and investors may obtain additional information regarding
the interests of such persons, which may be different than those of
Renovacor’s or Rocket’s security holders generally, by reading the
prospectus/joint proxy statement and other relevant documents
regarding the transaction, which will be filed with the SEC. You
may obtain these documents (when they become available) free of
charge through the website maintained by the SEC at
http://www.sec.gov and from the Investor Relations websites of
Rocket or Renovacor as described above.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. This communication does not
constitute a prospectus or prospectus equivalent document. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. In connection with the proposed
transaction, Rocket will file a registration statement on Form S-4
that will include a joint proxy statement of Renovacor and Rocket
and will also constitute a prospectus of Rocket. INVESTORS AND
SECURITY HOLDERS OF RENOVACOR AND ROCKET ARE URGED TO READ THE
PROSPECTUS/JOINT PROXY STATEMENT AND OTHER DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220920005550/en/
Rocket
Media Kevin Giordano Director, Corporate
Communications kgiordano@rocketpharma.com
Investors Jessie Yeung, M.B.A. Vice President, Investor
Relations and Corporate Finance investors@rocketpharma.com
Renovacor
Investors Brooks Rahmer Renovacor, Inc.
610-424-2627 ir@renovacor.com
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