Exhibit 99.1
Talaris Therapeutics Declares Special Dividend
In Connection with Proposed Merger with Tourmaline Bio
Special dividend estimated to be $1.5118 per share
Payment of special dividend conditioned upon closing of merger, which is subject to stockholder approval
BOSTON October 6, 2023 Talaris Therapeutics, Inc. (Nasdaq: TALS) (Talaris or the Company) today announced that its
Board of Directors has declared a special dividend in connection with the previously announced merger (the Merger) with Tourmaline Bio, Inc. (Tourmaline) pursuant to the Agreement and Plan of Merger, dated
June 22, 2023 (the Merger Agreement).
The special dividend, which the Company estimates will be $1.5118 per share of Talaris common
stock, will be payable in cash. The exact amount of the special dividend will be calculated after deducting certain cash amounts as set forth in the Merger Agreement. The ex-dividend date in respect of such
special cash dividend will be before market open on October 20, 2023. As such, only the stockholders of record as of October 16, 2023, record date for the Special Dividend, that continue to hold their eligible shares of Talaris until
market open on October 20, 2023 will be entitled to the dividend payment. The Special Dividend will not exceed an amount equal to $67.5 million, net of the Aggregate Cash Amount (as defined in the Merger Agreement).
Payment of the special dividend is conditioned upon the closing of the Merger with Tourmaline, which remains subject to the approval of Talaris
stockholders and other closing conditions. The special meeting of Talaris stockholders to consider and vote upon the Merger is scheduled for October 17, 2023 with closing expected to occur after market close on October 19, 2023,
assuming the transaction is approved by the Talaris stockholders and the satisfaction or waiver of all conditions under the Merger Agreement.
Every
stockholders vote is important, regardless of the number of shares held. Accordingly, Talaris requests that each stockholder of record as of September 7, 2023, complete, sign, date and return a proxy card (online or by mail) as soon as
possible to ensure that the stockholders shares will be represented at the special meeting. Stockholders who hold shares in street name (i.e., those stockholders whose shares are held of record by a broker, bank or other nominee)
should contact their broker, bank or nominee to ensure that their shares are voted.
If any Talaris stockholder did not receive the proxy statement, such
stockholder should (i) confirm his or her proxy statements status with his or her broker or (ii) contact Mediant Communications Inc. at engage@mediant.com or (888) 656-7251.
About Tourmaline Bio, Inc.
Tourmaline Bio is a
late-stage clinical biotechnology company driven by its mission to develop transformative medicines that dramatically improve the lives of patients with life-altering immune diseases. Tourmalines lead program, TOUR006, is an anti-IL-6 antibody which exhibits differentiated properties including high binding affinity
to IL-6 and a naturally long half-life. To date, TOUR006 has been studied in over 400 autoimmune patients across six clinical trials. Tourmaline plans to develop TOUR006 in thyroid eye disease (TED)
and atherosclerotic cardiovascular disease (ASCVD) as its lead and secondary indications, respectively, with additional indications under consideration.
About Talaris Therapeutics, Inc.
Talaris Therapeutics,
Inc., prior to its review of strategic alternatives, was a cell therapy company developing an innovative method of allogeneic hematopoietic stem cell transplantation (allo-HSCT), called Facilitated Allo-HSCT Therapy.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing
and completion of the proposed Merger; the anticipated timing of the closing of the Merger; the estimated price and anticipated payment date of the special dividend; and other statements that are not