Type of information: Company acquisition
Acquired company: RegenxBio (USA - MD)
Acquiring company: Dimension Therapeutics (USA - MA)
- • On October 2, 2017, Dimension Therapeutics announced its board of directors has determined that an unsolicited proposal received from Ultragenyx Pharmaceutical constitutes a “superior proposal” as defined in Dimension’s existing merger agreement with Regenxbio, dated as of August 24, 2017. In connection with that determination, Ultragenyx has delivered a binding acquisition agreement subject solely to acceptance by Dimension of the terms thereof. The binding Ultragenyx agreement provides for Ultragenyx’s acquisition of all outstanding shares of Dimension common stock at a purchase price of $6.00 per share.
- Dimension notified Regenxbio of the Dimension board’s determination, following which Regenxbio agreed in writing that it is not exercising its right under the Regenxbio merger agreement to negotiate a possible amendment of that agreement to match or exceed Ultragenyx’s proposal and has waived its matching rights. Dimension is not permitted to enter into Ultragenyx’s merger agreement or to change its recommendation in favor of the Regenxbio transaction until Dimension satisfies certain other requirements under the RegenxbioMerger Agreement, which are currently anticipated to be satisfied on or about October 2, 2017.
- Under the Regenxbio Merger Agreement, Dimension is required to pay a $2,850,000 termination fee to Regenxbio if its board terminates the Regenxbio merger agreement in order to enter into an agreement with Ultragenyx. Ultragenyx has agreed to pay the termination fee to Regenxbio on Dimension’s behalf in such event. Dimension would be required to repay Ultragenyx for the Regenxbio termination fee under certain circumstances in connection with a termination of Ultragenyx’s merger agreement.
- At this time, Dimension remains subject to the Regenxbio Merger Agreement and the Dimension Board has not changed its recommendation in support of the Regenxbio transaction. There can be no assurances that a transaction with Ultragenyx will result from Ultragenyx’s proposal, or that any other transaction will be consummated.
- • On August 25, 2017, RegenxBio and Dimension Therapeutics announced that they have entered into a definitive agreement under which RegenxBio will acquire Dimension in an all-stock transaction for an implied value of approximately $3.41 per share. The boards of directors of both companies have unanimously approved the transaction. Under the terms of the definitive agreement, Dimension will, following consummation of the acquisition, become a wholly owned subsidiary of RegenxBio. In addition, Dimension shareholders will receive 0.1573 shares of RegenxBio in exchange for each of their shares in Dimension and are expected to own approximately 10.9% percent of the combined entity. It is anticipated that the transaction will close by year-end 2017, subject to approval by Dimension shareholders, receipt of any required customary regulatory approvals and the satisfaction of other customary closing conditions.
- Morgan Stanley is serving as financial advisor and Covington & Burling is serving as legal counsel to REGENXBIO. MTS Health Partners is serving as financial advisor and Goodwin Procter is serving as legal counsel to Dimension.
- Upon completion of the acquisition, Regenxbio will add two lead product candidates to its pipeline:
- DTX301 for the treatment of ornithine transcarbamylase (OTC) deficiency, which is designed to use the NAV® AAV8 vector to deliver a copy of the OTC gene to liver cells. DTX301 is being evaluated under an active investigational new drug (IND) application for a Phase I/II clinical trial; and
DTX401 for the treatment of glycogen storage disease type Ia (GSDIa), which is designed to use the NAV AAV8 vector to deliver a copy of the glucose-6-phosphatase (G6Pase) gene to liver cells. An IND application is anticipated to be filed for DTX401 in early 2018.
Both DTX301 and DTX401 have been granted Orphan Drug Designation in the United States and Europe.
- In addition, RegenxBio will acquire DTX201 for the treatment of hemophilia A. DTX201 is designed to use RegenxBio’s NAV Technology to deliver a copy of the Factor VIII gene to liver cells, and is partnered through a global development and commercialization collaboration with Bayer. An IND application is anticipated to be filed for DTX201 in early 2018.
- Through the transaction, RegenxBio will also acquire preclinical product candidates for phenylketonuria, Wilson disease and citrullinemia type I, manufacturing technology and other intellectual property developed by Dimension. All Dimension candidates – including DTX301 and DTX401 – utilize REGENXBIO’s NAV Technology and have been developed under exclusive licenses previously granted by RegenxBio to Dimension.
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