Forms Special Committee of Independent and
Disinterested Directors to Review Proposal
Advises Stockholders Take No Action at this
Time
Eidos Therapeutics, Inc. (Nasdaq:EIDX) (the “Company”) today
confirmed that it has received a non-binding proposal dated August
8, 2019 (the “Proposal”) from BridgeBio Pharma, Inc., the parent
entity of the Company’s majority stockholder (“BridgeBio”), to
purchase all of the outstanding common stock of the Company not
already owned by BridgeBio. BridgeBio currently owns, through its
wholly-owned subsidiary, BridgeBio Pharma LLC, approximately 66.6%
of the outstanding shares of the Company’s common stock.
According to the terms of the Proposal, which is subject to
certain conditions, BridgeBio would acquire all of the shares of
common stock of the Company not already owned by BridgeBio for a
fixed exchange ratio of 1.30 shares of BridgeBio common stock for
each share of Eidos Therapeutics common stock. A copy of the
Proposal is included as Annex A to this news release.
In response to the Proposal, the Company announced that its
board of directors has formed a special committee consisting of the
disinterested and independent directors, Rajeev Shah and William
Lis, to consider the Proposal. The special committee has retained
Centerview Partners LLC as its independent financial advisor and
Cravath, Swaine & Moore LLP as its independent legal advisor to
assist it in considering the Proposal.
The board of directors noted that it has only recently received
the Proposal and that no decisions have been made with respect to
the Company’s response to the proposed transaction. The special
committee intends to carefully consider the Proposal with the
assistance of its outside financial and legal advisors. There can
be no assurance that any definitive agreement will be executed, or
that the proposed transaction or any other transaction will be
approved or consummated. The Company does not intend to comment on
or disclose further developments regarding the special committee’s
consideration of the Proposal unless and until it deems further
disclosure is appropriate or required.
The Company’s stockholders are advised to take no action at this
time.
About Eidos Therapeutics, Inc.
Eidos Therapeutics, Inc. 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 AG10, a potentially disease-modifying therapy for the
treatment of ATTR. For more information, please visit
www.eidostx.com. BridgeBio Pharma, Inc., through its wholly-owned
subsidiary, BridgeBio Pharma LLC, currently owns approximately
66.6% of the outstanding shares of common stock of Eidos.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements regarding the Proposal
that may be deemed to be “forward-looking statements” within the
meaning of applicable securities laws, and the Company may make
related forward-looking statements on or following the date hereof.
Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual
results to differ materially from the results projected. Many of
these risks and uncertainties cannot be controlled by the Company
and include the possibility that discussions with BridgeBio may not
result in a transaction and the possibility that any such proposed
transaction with BridgeBio may not be entered into or completed on
the terms described in this news release or at all, including as a
result of changes in the business or prospects of the Company or
BridgeBio. As a result, undue reliance should not be placed on
these forward-looking statements. Any forward-looking statements in
this news release are made only as of the date of this news
release. The Company does not assume any obligation to publicly
update any forward-looking statements except as required by
law.
Annex A
Proposal
August 8, 2019
Board of Directors Eidos Therapeutics, Inc. 101 Montgomery
Street, Suite 2550 San Francisco CA, 94104
Dear Members of the Board of Directors:
BridgeBio Pharma Inc. (“BridgeBio” or “Parent”) is pleased to
submit this non-binding proposal to acquire all of the outstanding
shares of stock of Eidos Therapeutics, Inc. (the “Company” or
“Eidos”) that are not owned by BridgeBio for a fixed exchange ratio
of 1.30 BridgeBio shares for each share of Eidos.
We believe that our Proposal represents an extremely attractive
value to the Company’s public stockholders. Based on the closing
price of BridgeBio shares as of 8/7/2019, the Proposal values each
Eidos share at $38.31, which is a 20.9% premium to the closing
price of Eidos shares as of 8/7/2019. According to 34 recent
precedent minority buy-in deals, the median purchase premium is
~15% for all stock deals (data from Dealogic, public filings,
Factset, and Bloomberg). This offer is attractive based both on
intrinsic value and comparable considerations.
As stockholders of BridgeBio, the Company’s stockholders would
have the opportunity to benefit from and participate in continued
upside in Eidos while diversifying their investment through
exposure to the broad portfolio of assets being developed by
BridgeBio. This may be important to current investors, especially
given the dearth of M&A in the cardiovascular area thereby
limiting opportunities for liquidity and diversification.
Our Proposal should not be construed as indicating an interest
in participating in any alternative change of control transaction
involving the Company. BridgeBio, in its capacity as a stockholder
of the Company, has no interest in selling control of the
Company.
Our Proposal is subject to the approval of the Company’s Board
of Directors and the negotiation and execution of mutually
acceptable definitive transaction documentation. It is our
expectation that a special committee of independent directors
appointed by the Company’s Board of Directors will consider our
Proposal and make a recommendation to the Company’s Board of
Directors. We will not move forward with the Proposal unless it is
approved by such a special committee, as advised by independent
legal and financial advisors. In addition, our Proposal will be
subject to a non-waivable condition requiring the approval of a
majority of the aggregate voting power represented by the shares of
common stock that are not owned by BridgeBio.
This Proposal is a non-binding expression of interest only and
does not constitute an offer subject to binding acceptance, and we
reserve the right to withdraw or modify our Proposal at any time.
No legal obligation with respect to the Proposal or any other
transaction shall arise unless and until we have executed
definitive transaction documentation between us and the
Company.
We are available at your convenience to discuss any aspects of
our Proposal.
Sincerely,
/s/ Brian Stephenson
Brian Stephenson CFO, BridgeBio Pharma, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20190812005304/en/
Company Contacts: For Media: Carolyn Hawley,
Canale Communications, (619) 849-5382, carolyn@canalecomm.com
For Investors: John Grimaldi, Burns McClellan, (212)
213-0006, jgrimaldi@burnsmc.com Special Committee Contact:
Steve Frankel / Annabelle Rinehart, Joele Frank, Wilkinson Brimmer
Katcher, (212) 355-4449
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