BridgeBio Pharma, Inc. (Nasdaq: BBIO) today announced that leading
proxy advisory firm Institutional Shareholder Services (“ISS”)
recommends that BridgeBio stockholders and Eidos Therapeutics, Inc.
(Nasdaq: EIDX) stockholders vote “
FOR” BridgeBio’s
proposed merger with Eidos and each of the other proposals to be
considered at both companies’ virtual special meetings to be held
on January 19, 2021.
Under the proposed merger agreement, 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. Based on the
closing price of $71.11 per share of BridgeBio common stock on the
Nasdaq on December 31, 2020, the stock consideration represented
approximately $131.55 per share of Eidos common stock.
The BridgeBio board of directors unanimously recommends that
BridgeBio stockholders vote “FOR” the proposal to approve the
issuance of BridgeBio shares in connection with the merger
agreement.
In light of the fact that BridgeBio owns a majority of the
issued and outstanding Eidos common stock and certain BridgeBio
officers and directors also serve on the Eidos board, the Eidos
board formed a special committee of independent directors (the
“Eidos special committee”) to consider and negotiate the terms and
conditions of the merger and to make a recommendation to the Eidos
board. The Eidos special committee recommends that Eidos
stockholders vote “FOR” the proposal to approve the merger with
BridgeBio as well as additional proposals to be considered at the
Eidos special meeting.
The merger is expected to be consummated by the end of the first
calendar quarter of 2021, subject to the receipt of the required
approvals from both BridgeBio and Eidos stockholders and other
customary closing conditions. Following the consummation of the
merger, Eidos will become a wholly owned subsidiary of BridgeBio
and Eidos’ common stock will no longer be listed on any public
market.
About BridgeBio Pharma
BridgeBio 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 Therapeutics
Eidos 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 communication is being made in respect of the proposed
transaction involving BridgeBio and Eidos, which will be submitted
to BridgeBio’s and Eidos’ stockholders for their consideration.
BridgeBio and Eidos have each filed relevant materials with the
SEC, including a registration statement on Form S-4 (Registration
No. 333-249944) that includes a proxy statement of BridgeBio and
Eidos, and that also constitutes a prospectus of BridgeBio (the
“definitive joint proxy statement/prospectus”). On December
15, 2020, the SEC declared the registration statement effective.
BridgeBio and Eidos mailed or otherwise provided to their
respective stockholders the definitive joint proxy
statement/prospectus regarding the proposed transaction involving
BridgeBio and Eidos on or about December 15, 2020.
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, definitive joint
proxy statement/prospectus, 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 Solicitation
BridgeBio, 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, and the definitive joint proxy
statement/prospectus, which was filed with the SEC on December 15,
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, are included in the definitive joint proxy
statement/prospectus and other relevant materials filed with the
SEC regarding the proposed transaction. 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 are also
available free of charge from BridgeBio or Eidos, as applicable,
using the contact information above.
No Offer or Solicitation
This 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 (the “Securities Act”).
Forward-Looking Statements:
This 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 as well as
assumptions made by and information currently available to
BridgeBio. Such statements reflect the current views of BridgeBio
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, (xiv) the amount of proposed
stock consideration in the transaction and (xv) 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 believes that BridgeBio’s
and Eidos’ plans, intentions, expectations, strategies and
prospects as reflected in or suggested by these forward-looking
statements are reasonable, BridgeBio cannot 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 most
recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K
filed with the SEC and in subsequent filings made by BridgeBio with
the SEC, which are available on the SEC’s website at www.sec.gov.
Moreover, BridgeBio operates in a very competitive and rapidly
changing environment 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 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, BridgeBio
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 RauhBridgeBio Pharma,
Inc.grace.rauh@bridgebio.com917-232-5478
Source: BridgeBio Pharma, Inc.
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