BioNTech (Nasdaq: BNTX, “BioNTech”) and Neon Therapeutics, Inc.
(Nasdaq: NTGN, “Neon”) today announced that they have entered into
a definitive merger agreement under which BioNTech will acquire
Neon in an all-stock transaction valued at approximately $67.0
million. Neon is a biotechnology company developing novel
neoantigen-based T cell therapies. Upon closing, it will operate as
a subsidiary of BioNTech, a global clinical-stage biotechnology
company focused on patient-specific immunotherapies for the
treatment of cancer and other serious diseases. The transaction
will combine two organizations with a common culture of pioneering
translational science and a shared vision for the future of cancer
immunotherapy.
“This acquisition fits with our strategy to
expand our capabilities and build our presence in the U.S. and
further strengthens our immunotherapy pipeline,” said Ugur Sahin,
MD, Co-founder and CEO of BioNTech. “I am particularly excited
about the adoptive T cell and neoantigen TCR therapies being
developed by Neon, which are complementary to our pipeline and our
focus on solid tumors.”
“We are very proud of all we have accomplished
since we founded Neon and look forward to joining forces with
BioNTech to continue to build a business that provides
life-changing immunotherapy products to patients battling a variety
of cancers,” said Hugh O’Dowd, Chief Executive Officer of Neon.
Neon has deep expertise in the development of
neoantigen therapies, with both vaccine and T-cell capabilities.
Neon’s most advanced program is NEO-PTC-01, a personalized
neoantigen-targeted T cell therapy candidate consisting of multiple
T cell populations targeting the most therapeutically relevant
neoantigens from each patient’s tumor. Neon is also advancing a
precision T cell therapy program targeting shared neoantigens in
genetically defined patient populations. The lead program from this
approach, NEO-STC-01, is a T cell therapy candidate targeting
shared RAS neoantigens. In addition, Neon has assembled libraries
of high-quality TCRs against various shared neoantigens across
common HLAs.
Neon’s pipeline is underpinned by its platform
technologies including RECON®, its machine-learning bioinformatics
platform, and NEO-STIM™, its proprietary process to directly prime,
activate and expand neoantigen-targeting T cells ex vivo.
Transaction Details
Under the terms of the definitive agreement,
Neon will, following consummation of the acquisition, merge with
Endor Lights, Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of BioNTech and become a wholly-owned
subsidiary of BioNTech. At closing, BioNTech will issue, and Neon
shareholders will receive 0.063 American Depositary Shares (ADS)
(each ADS representing one ordinary share of BioNTech) in exchange
for each of their shares of Neon. The exchange ratio implies a deal
value of $67 million, or $2.18 per share of Neon, based on the
closing price of BioNTech’s ADSs of $34.55 on Wednesday, January
15th, 2020.
The transaction was unanimously approved by both
BioNTech’s and Neon’s boards of directors. The transaction, which
is expected to close during the second quarter of 2020, is subject
to approval of Neon’s shareholders and the satisfaction of
customary closing conditions. Certain stockholders of Neon owning
approximately 36% of the outstanding Neon shares have entered into
voting agreements, pursuant to which they have agreed, among other
things, and subject to the terms and conditions of the agreements,
to vote in favor of the Neon acquisition.
Ondra Partners is acting as the exclusive
financial advisor to Neon and Goodwin Procter LLP is acting as
legal counsel to Neon. Duff & Phelps LLC provided a fairness
opinion to Neon’s board of directors in connection with the
transaction. Covington & Burling LLP is acting as legal counsel
to BioNTech.
About BioNTech
BioNTech was founded in 2008 on the
understanding that every cancer patient’s tumor is unique and
therefore each patient’s treatment should be individualized. Its
cutting-edge pipeline includes individualized mRNA-based product
candidates, innovative chimeric antigen receptor T cells, novel
checkpoint immunomodulators, targeted cancer antibodies and small
molecules. BioNTech has established relationships with seven
pharmaceutical collaborators, including Eli Lilly and BioNTech,
Genmab, Sanofi, Bayer Animal Health, Genentech, a member of the
Roche Group, Genevant and Pfizer, and has published over 150
peer-reviewed publications on its scientific approach.
For more information, please visit
www.BioNTech.de.
About Neon
Neon is a biotechnology company developing novel
neoantigen-targeted T cell therapies, dedicated to transforming the
treatment of cancer by directing the immune system towards
neoantigens. Neon is using its neoantigen platform to develop both
personal and precision neoantigen-targeted T cell therapy
candidates. Neon’s most advanced program is NEO-PTC-01, its
personalized neoantigen-targeted T cell therapy candidate
consisting of multiple T cell populations targeting the most
therapeutically relevant neoantigens from each patient’s tumor.
For more information, please
visit www.neontherapeutics.com.
Important Additional Information and
Where to Find It
In connection with the proposed merger, BioNTech
will file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form F-4 containing a proxy
statement of Neon and a prospectus of BioNTech, and each of Neon
and BioNTech may file with the SEC other documents regarding the
proposed merger. The definitive proxy statement will be mailed to
stockholders of Neon. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
BIONTECH, Neon AND THE PROPOSED MERGER.
Investors and security holders may obtain copies
of these documents free of charge through the website maintained by
the SEC at www.sec.gov or from BioNTech at its website, https://
biontech.de, or from Neon at its website,
https://neontherapeutics.com/. Documents filed with the SEC by
BioNTech will be available free of charge by accessing BioNTech’s
website under the heading Investors & Media, or, alternatively,
by directing a request by telephone or mail to BioNTech at An der
Goldgrube 12, 55131 Mainz, Germany, and documents filed with the
SEC by Neon will be available free of charge by accessing Neon’s
website at https://neontherapeutics.com under the heading Investor
Resources or, alternatively, by directing a request by telephone or
mail to Neon at 40 Erie Street, Suite 110, Cambridge, MA 02139.
No Offer or Solicitation
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities nor a
solicitation of any vote or approval with respect to the proposed
transaction or otherwise. 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, and
otherwise in accordance with applicable law.
Participants in
Solicitation
BioNTech and Neon and certain of their
respective directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Neon in respect of
the proposed merger under the rules of the SEC. Information about
Neon’s directors and executive officers is available in Neon’s
definitive proxy statement dated April 26, 2019 for its 2019 Annual
Meeting of Stockholders and certain of its Current Reports on Form
8-K. Information about BioNTech’s directors and executive officers
is available in BioNTech’s Registration Statement on Form F-1 filed
with the SEC on September 9, 2019, as amended. 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 contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed merger when they become available.
Investors should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from Neon
or BioNTech using the sources indicated above.
Forward-Looking Statements
This press release contains “forward-looking
statements” of BioNTech and Neon within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may include, but may not be limited to, express or
implied statements regarding the expected impact of this proposed
merger on BioNTech’s and Neon’s business; the timing of the closing
of the proposed merger; the creation of long-term value for
BioNTech and Neon shareholders; potential synergies between
BioNTech and Neon and their pipelines; and BioNTech’s global
expansion strategy. Any forward-looking statements in this press
release are based on BioNTech and Neon management’s current
expectations and beliefs of future events, and are subject to a
number of risks and uncertainties that could cause actual results
to differ materially and adversely from those set forth in or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to: the possibility that
the proposed merger may not close, the reaction to the proposed
merger of Neon’s business partners, the reaction of competitors to
the proposed merger, the retention of Neon employees, BioNTech’s
plans for Neon, the future growth of Neon’s and BioNTech’s
businesses and the possibility that integration following the
proposed merger may be more difficult than expected, uncertainties
related to the initiation, timing and conduct of studies and other
development requirements for Neon’s product candidates; the risk
that any one or more of Neon’s product candidates will not be
successfully developed and commercialized; 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; the risk that Neon’s collaborations will not continue or
will not be successful; risks related to Neon’s ability to protect
and maintain Neon’s intellectual property position; risks related
to Neon’s capital requirements, use of capital and unexpected
expenditures, including Neon’s ability to manage operating expenses
or obtain funding to support planned business activities or to
explore and establish strategic alternative transactions; risks
related to Neon’s ability to attract and retain personnel; and
risks related to the ability of Neon’s licensors to protect and
maintain their intellectual property position. For a discussion of
these and other risks and uncertainties, and other important
factors, any of which could cause BioNTech’s or Neon’s actual
results to differ from those contained in the forward-looking
statements, see the section entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in BioNTech’s Registration Statement on Form
F-1 filed with the SEC on September 9, 2019, as amended, and Neon’s
Annual Report on Form 10-K for the year ended December 31, 2018 and
comparable sections of Neon’s Quarterly Reports on Form 10-Q and
other filings, which have been filed with the SEC and are available
on the SEC’s website at www.sec.gov. All information in this press
release is as of the date of the release, and Neon undertakes no
duty to update this information unless required by law.
BioNTech Investor
Contact:
Michael Boehler, MD, Head of Global External Communications+49
(0)6131 9084 1640Media@biontech.de
BioNTech Media Contact:Trophic
CommunicationsGretchen Schweitzer / Stephanie May, PhD+49 (0)89 23
88 77 30 or +49 171 185 56 82May@trophic.eu
Neon’s Investor Contact:Will O’Connor, Stern
Investor Relationswill@sternir.com 212-362-1200
Neon’s Media Contact:Stephanie Simon, Ten
Bridge Communicationsstephanie@tenbridgecommunications.com
617-581-9333
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