BridgeBio Pharma, Inc. (“BridgeBio”) (Nasdaq: BBIO) and Eidos
Therapeutics, Inc. (“Eidos”) (Nasdaq: EIDX) today announced that
the stockholders of each of BridgeBio and Eidos voted to approve
all proposals related to BridgeBio’s acquisition of all of the
outstanding shares of Eidos common stock that BridgeBio does not
already own. The merger is expected to close on or about January
26, 2021, subject to the satisfaction or waiver of other conditions
to closing.
At a special meeting of Eidos stockholders held virtually today,
Eidos stockholders approved the adoption of the previously
disclosed merger agreement with BridgeBio and each of the other
proposals related to BridgeBio’s proposed acquisition of Eidos.
At a special meeting of BridgeBio stockholders held virtually
today, BridgeBio stockholders approved the proposal to issue common
stock to Eidos stockholders in connection with the proposed
acquisition.
“We are ready and eager to welcome Eidos back into BridgeBio’s
ecosystem of scientific innovation,” said Neil Kumar, Ph.D.,
founder and CEO of BridgeBio and CEO of Eidos. “We believe this
merger will allow us to fully unlock the potential of acoramidis,
the investigational therapy Eidos is developing to target
transthyretin (TTR) amyloidosis (ATTR), creating value for patients
and investors. I’d like to thank BridgeBio and Eidos stockholders
for their support and their overwhelming approval of this
transaction.”
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. Any Eidos stockholders who do not
make a proper election by 5:00 p.m., New York City time, on January
21, 2021 will be deemed to have elected to receive the Stock
Consideration for their shares of Eidos common stock.
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 was
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 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 “Joint Proxy Statement/Prospectus”), that was mailed
or otherwise provided to BridgeBio and Eidos stockholders 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. 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.
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) inability to complete
the proposed transaction because, among other reasons, conditions
to the closing of the proposed transaction may not be satisfied or
waived, (iii) uncertainty as to the timing of completion of the
proposed transaction, (iv) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction, (v) 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, (vi) possible disruptions from the
proposed transaction that could harm BridgeBio’s or Eidos’
respective business, including current plans and operations, (vii)
unexpected costs, charges or expenses resulting from the proposed
transaction, (viii) 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, (ix) the ability of BridgeBio and/or Eidos to
implement their respective business strategies, (x) 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, (xi) the
potential therapeutic and clinical benefits of acoramidis, (xii)
inability to retain and hire key personnel, (xiii) the amount of
proposed stock consideration in the transaction and (xiv) 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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