NGM Biopharmaceuticals, Inc. (“NGM Bio”) (Nasdaq: NGM), a
biotechnology company focused on discovering and developing
transformative therapeutics for patients, today announced that
it has entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) under which Atlas Neon Parent, Inc.
(“Purchaser”) and Atlas Neon Merger Sub, Inc. (“Merger Sub”) will
acquire NGM Bio through a cash tender offer to be commenced by
Merger Sub for all outstanding shares of NGM Bio not held by
affiliates of The Column Group, LP and certain other stockholders,
as described below, at a price per share of $1.55 in cash.
Purchaser and Merger Sub are affiliates of The Column Group, LP
(together with certain of The Column Group, LP’s affiliates, the
“TCG Stockholders”), NGM Bio’s longest and largest stockholder,
holding approximately 26% of NGM Bio’s outstanding shares.
The TCG Stockholders and certain other existing stockholders of
NGM Bio (the “Rollover Stockholders”) have agreed to contribute
their shares of NGM Bio stock to Purchaser as a part of the
transaction rather than receive the cash price per share.
This price per share corresponds to a total equity value of $135
million on a fully diluted basis and represents an 80% premium over
the last trading day closing price (December 29, 2023) prior to NGM
Bio’s Form 8-K confirming receipt from the TCG Stockholders of a
non-binding expression of interest in exploring and evaluating a
potential acquisition of all of the outstanding shares of common
stock of NGM Bio not already owned by the TCG Stockholders in a
going-private transaction. NGM Bio’s cash, cash equivalents and
short-term marketable securities were $166.0 million as of
September 30, 2023 and an estimated $144.2 million as of December
31, 2023.
Following a thorough exploration and review of strategic and
financial alternatives with the assistance of its legal and
financial advisors, a Special Committee of the NGM Bio Board of
Directors (the “Special Committee”), consisting solely of
independent and disinterested members of the NGM Bio Board of
Directors (the “Board”), determined that the acquisition by
Purchaser is in the best interests of NGM Bio stockholders
(excluding the TCG Stockholders, Purchaser, Merger Sub, the
Rollover Stockholders, the members of the Board and the officers of
NGM Bio subject to Section 16 of the Exchange Act, referred to as
the “Unaffiliated Stockholders”), and unanimously recommended
approval of the Merger Agreement to the Board. The Special
Committee and NGM Bio management team explored a range of strategic
options, including engaging with multiple potential third party
acquirors, before negotiating and entering into the Merger
Agreement.
“We conducted a thorough review of our financial and strategic
alternatives, including remaining a publicly held company, with
particular focus on NGM Bio’s ongoing need for significant
additional funding. Based on this review, we believe that this
negotiated transaction for Purchaser to acquire NGM Bio is in the
best interest of the Unaffiliated Stockholders,” said Suzanne
Sawochka Hooper, an independent member of the Board and Chair of
the Special Committee.
Based upon the recommendation of the Special Committee, with the
assistance of its legal and financial advisors, the Board
determined that the acquisition by Purchaser is in the best
interests of the Unaffiliated Stockholders, and approved the Merger
Agreement.
Closing of the tender offer is subject to the satisfaction of
certain customary conditions, including the tender of NGM Bio
shares representing at least a majority of the total number of
outstanding shares held by the Unaffiliated Stockholders. The
tender offer is not subject to a financing contingency.
Promptly following the closing of the tender offer, Merger Sub
will merge with and into NGM Bio, and all remaining shares not
tendered in the offer, other than dissenting shares, treasury
shares and rollover shares held by the TCG Stockholders, Purchaser
and any other subsidiary of Purchaser, or the Rollover
Stockholders, will be converted into the right to receive a price
per share of $1.55 in cash. The acquisition is expected to close in
the second quarter of 2024. If completed, the transaction will
result in NGM Bio becoming a privately held company and its shares
will no longer be listed on Nasdaq.
Advisors
Guggenheim Securities, LLC is acting as exclusive financial
advisor and Hogan Lovells US LLP is acting as legal counsel to the
Special Committee. Paul, Weiss, Rifkind, Wharton & Garrison LLP
is acting as legal counsel to Purchaser.
About NGM Biopharmaceuticals, Inc.
NGM Bio is focused on discovering and developing novel,
life-changing medicines for people whose health and lives have been
disrupted by disease. NGM Bio’s biology-centric drug discovery
approach aims to seamlessly integrate interrogation of complex
disease-associated biology and protein engineering expertise to
unlock proprietary insights that are leveraged to generate
promising product candidates and enable their rapid advancement
into proof-of-concept studies. All therapeutic candidates in the
NGM Bio pipeline have been generated by its in-house discovery
engine, always led by biology and motivated by unmet patient need.
Visit us at www.ngmbio.com for more information.
Cautionary Notice Regarding Forward-Looking
Statements
Statements contained in this communication regarding matters
that are not historical facts are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as “believes,” “estimates,” “expects,”
“focused,” “continuing to,” “seeking,” “will” and similar
expressions (as well as other words or expressions referencing
future events, conditions or circumstances) are intended to
identify forward-looking statements. These statements include those
related to: the ability of NGM Bio and Purchaser to complete the
transactions contemplated by the Merger Agreement, including the
parties’ ability to satisfy the conditions to the consummation of
the tender offer contemplated thereby and the other conditions set
forth in the Merger Agreement, statements about the expected
timetable for completing the transactions, NGM Bio’s and
Purchaser’s beliefs and expectations and statements about the
benefits sought to be achieved by Purchaser’s proposed acquisition
of NGM Bio, the potential effects of the acquisition on both NGM
Bio and Purchaser, the possibility of any termination of the Merger
Agreement, estimates relating to NGM Bio’s past, current or future
financial condition and other statements that are not historical
fact.
Because such statements deal with future events and are based on
NGM Bio’s current expectations, they are subject to various risks
and uncertainties, and actual results, performance or achievements
of NGM Bio could differ materially from those described in or
implied by the statements in this communication. These
forward-looking statements are subject to risks and uncertainties,
including, without limitation, risks and uncertainties associated
with: the timing of the tender offer and the subsequent merger;
uncertainties as to how many of the Unaffiliated Stockholders will
tender their shares in the tender offer; the risk that competing
offers or acquisition proposals will be made; the possibility that
various conditions to the consummation of the tender offer and the
subsequent merger may not be satisfied or waived; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, including in circumstances
which would require NGM Bio to pay a termination fee; the effects
of disruption from the transactions contemplated by the Merger
Agreement; the risk that stockholder litigation in connection with
the tender offer or the merger may result in significant costs of
defense, indemnification and liability; and other risks and
uncertainties affecting NGM Bio and its development programs,
including those discussed in the section titled “Risk Factors” in
NGM Bio’s Annual Report on Form 10-K for the year ended December
31, 2022 filed with the SEC on February 28, 2023, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other filings and reports that NGM Bio makes from time to time with
the SEC. Except as required by law, NGM Bio assumes no obligation
to update these forward-looking statements, which speak only as of
the date they are made, or to update the reasons if actual results
differ materially from those anticipated in the forward-looking
statements.
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of
NGM Bio referenced in this communication has not yet commenced.
This communication is for informational purposes only, is not a
recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell shares of common stock of NGM Bio
or any other securities. This communication is also not a
substitute for the tender offer materials that Purchaser will file
with the SEC upon commencement of the tender offer. At the time the
tender offer is commenced, Purchaser will file with the SEC a
Tender Offer Statement on Schedule TO and a Transaction Statement
on Schedule 13E-3 (“Schedule 13E-3”), and NGM Bio will file with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
and a Schedule 13E-3.
NGM BIO’S STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION / RECOMMENDATION STATEMENT AND THE SCHEDULES 13E-3
WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When filed, NGM Bio’s stockholders and other investors can
obtain the Tender Offer Statement, the Solicitation/Recommendation
Statement, the Schedules 13E-3 and other filed documents for free
at the SEC’s website at www.sec.gov. Copies of the documents filed
with the SEC by NGM Bio will be available free of charge on the
Investors & Media page of NGM Bio’s website, www.ngmbio.com, or
by contacting NGM Bio at ir@ngmbio.com. In addition, NGM Bio’s
stockholders may obtain free copies of the tender offer materials
by contacting the information agent for the tender offer that will
be named in the Tender Offer Statement.
Availability of Other Information about NGM
Biopharmaceuticals
NGM Bio intends to use the Investors & Media page of its
website (https://ir.ngmbio.com) as a means of disclosing material
non-public information and for complying with its disclosure
obligations under Regulation FD. Accordingly, investors should
monitor NGM Bio’s Investors page on its website, in addition to
following NGM Bio’s press releases, SEC filings, public conference
calls, presentations and webcasts.
For further information, please contact:
NGM Biopharmaceuticals, Inc.
Investor Contact:
ir@ngmbio.com
Media Contact:
media@ngmbio.com
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