BridgeBio Pharma, Inc. (“BridgeBio”) (Nasdaq: BBIO) and Eidos
Therapeutics, Inc. (“Eidos”) (Nasdaq: EIDX) announced today that
the acquisition of shares of common stock of Eidos not held by
BridgeBio or its subsidiaries, on the terms and subject to the
conditions of their previously announced merger agreement, is
expected to close on or about January 26, 2021. The closing of the
transaction is subject to the receipt of approvals from BridgeBio
and Eidos stockholders at special meetings of each company’s
stockholders, both of which are scheduled for January 19, 2021, and
the satisfaction or waiver of other conditions to closing. Leading
proxy advisory firms Institutional Shareholder Services and Glass
Lewis recommend that BridgeBio and Eidos stockholders vote “FOR”
BridgeBio’s proposed merger with Eidos and each of the other
proposals to be considered at both companies’ virtual special
meetings.
The election deadline for holders of Eidos
common stock to elect the form of consideration they wish to
receive in the merger will be at 5:00 p.m., New York City time, on
January 21, 2021 (the “Election Deadline”), unless extended. The
Election Form and Letter of Transmittal (the “Election Form”)
necessary for Eidos stockholders to make an election as to the form
of consideration they wish to receive was mailed on December 16,
2020 to holders of record of Eidos common stock as of the close of
business on December 8, 2020.
Holders of Eidos common stock may elect to
receive, for each share of Eidos common stock issued and
outstanding immediately prior to the effective time of the merger
(the “Effective Time”) that is not owned by BridgeBio or any of its
subsidiaries and that is not a restricted share award, either (1)
1.85 shares of common stock of BridgeBio (the “Stock
Consideration”) or (2) $73.26 in cash (the “Cash Consideration”
and, together with the Stock Consideration, the “Merger
Consideration”), subject to proration. The Cash Consideration will
be prorated as necessary to ensure that the aggregate amount of
cash consideration payable in the merger is no greater than $175
million.
As further described in the election materials,
in order to make an election, Eidos stockholders must deliver to
American Stock Transfer & Trust Company, LLC, the exchange
agent in the merger, prior to the Election Deadline, a properly
executed Election Form together with any other required documents
described in the election materials. Eidos stockholders who hold
their shares of Eidos common stock in “street name” through a bank,
broker or other nominee, should follow the instructions of the
bank, broker or other nominee for making an election with respect
to their shares. Such stockholders’ bank, broker or other nominee,
as applicable, may have an earlier deadline by which they must
provide instructions to it in order to make an election with
respect to their shares.
The submission of an Election Form does
NOT constitute a vote for the adoption of the merger agreement. In
order to vote their shares of Eidos common stock with respect to
the adoption of the merger agreement, Eidos stockholders must
follow the instructions for voting described in the joint proxy
statement/prospectus dated December 15, 2020, which was first
mailed to Eidos stockholders on or about December 15, 2020 (the
“Joint Proxy Statement/Prospectus”), and the accompanying proxy
materials.
Any Eidos stockholders who do not make a proper
election by the Election Deadline will be deemed to have elected to
receive the Stock Consideration for their shares of Eidos common
stock. If the closing is delayed to a subsequent date, the Election
Deadline will be similarly delayed to a subsequent date, and
BridgeBio and Eidos will promptly announce any such delay or
rescheduling.
Eidos stockholders who have questions regarding
the election procedures or who wish to obtain copies of the Joint
Proxy Statement/Prospectus, Election Form and other election
materials, should contact Morrow Sodali LLC, the information agent
for the election process, by calling toll-free at (800) 662-5200
(in North America) or (203) 658-9400 (outside North America).
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 press release 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 U.S. Securities and Exchange Commission (the
“SEC”), including the Joint Proxy Statement/Prospectus. On December
15, 2020, the SEC declared the Joint Proxy Statement/Prospectus
effective. BridgeBio and Eidos mailed or otherwise provided to
their respective stockholders the 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, 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 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 Joint Proxy
Statement/Prospectus, 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
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 press release 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
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