Type of information: Company acquisition
Acquired company: Dimension Therapeutics (USA - MA)
Acquiring company: Ultragenyx Pharmaceuticals (USA - CA)
Amount: $ 151 million
- • On November 7, 2017, Ultragenyx Pharmaceutical announced it has completed its previously announced tender offer to purchase all outstanding shares of common stock of Dimension for $6.00 per share in cash, without interest, or approximately $152.3 million in cash. As of the expiration of the tender offer at 12:00 midnight, Eastern time, on November 7, 2017, approximately 21,947,871 shares were validly tendered and not withdrawn in the tender offer, representing approximately 86.5 percent of Dimension's outstanding shares, according to the depositary for the tender offer. The condition to the tender offer that a majority of Dimension's outstanding shares on a fully-diluted basis be validly tendered and not withdrawn has been satisfied. As a result, Ultragenyx has accepted for payment and will promptly pay for all validly tendered shares.
- Dimension has become a wholly-owned subsidiary of Ultragenyx and the common stock of Dimension will no longer be listed for trading on the NASDAQ Global Select Market.
- • On October 2, 2017, Ultragenyx Pharmaceutical commented on the determination by the Dimension Therapeutics board of directors that its most recent offer to acquire Dimension for $6.00 per share is a "superior proposal" as defined in its merger agreement with Regenxbio, and that Regenxbio has subsequently waived its option to negotiate a possible amendment of its merger agreement to match or exceed the Ultragenyx offer. Ultragenyx has offered to acquire all of the outstanding shares of common stock of Dimension for $6.00 per share, or approximately $151 million in cash based on currently outstanding shares, to be effectuated via a tender offer. Ultragenyx has sufficient cash resources to fund this transaction with cash currently on its balance sheet, and the offer is not subject to any financing condition.
- • 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 September 19, 2017, Dimension Therapeutics announced that its board of directors has determined in good faith, after consultation with its financial advisor and outside legal counsel, that the unsolicited proposal from Ultragenyx Pharmaceutical to acquire the company could reasonably be expected to lead to a “superior proposal” as defined in the merger agreement with Regenxbio. Under this agreement, the Dimension board’s determination allows Dimension, subject to Ultragenyx’s entry into a customary confidentiality agreement with Dimension, to provide information to and conduct discussions and negotiations with Ultragenyx. Dimension’s Board has not determined that Ultragenyx’s proposal in fact constitutes a superior proposal under the existing merger agreement with Regenxbio and has not changed its recommendation in support of the merger with Regenxbio. There can be no assurance that the discussions with Ultragenyx will result in the Dimension Board’s determination that the Ultragenyx proposal is a superior proposal or the consummation of a transaction that is superior to the pending transaction with Regenxbio or that the terms of any new transaction will be the same as those reflected in Ultragenyx’s proposal. Dimension will have no further comment on Ultragenyx’s proposal until the board has completed discussions and/or negotiations with Ultragenyx.
- • On September 18, 2017, Dimension Therapeutics confirmed that it has received a non-binding, unsolicited proposal from Ultragenyx Pharmaceutical to acquire Dimension for $5.50 per share in cash to be effectuated via a tender offer. The board of directors, in consultation with its independent legal and financial advisors, will carefully review and consider the Ultragenyx proposal. In August, Dimension entered into a definitive merger agreement with Regenxbio. Under the terms of this agreement, each Dimension stockholder will receive 0.1573 shares of RegenxbioCommon Stock in exchange for each of their shares in Dimension. The board of directors voted to recommend that Dimension stockholders approve this agreement and the company has not changed its recommendation in support of the merger with Regenxbio. The company announced that it will have no further comment on Ultragenyx’s proposal until the board has completed its review. MTS Health Partners is serving as financial advisor to Dimension, and Goodwin Procter is serving as legal counsel.
- • On September 18, 2017, Ultragenyx Pharmaceutical announced that it has made a proposal to acquire all of the outstanding shares of common stock of Dimension Therapeutics for $5.50 per share, or approximately $138 million, in cash at close to be effectuated via a tender offer. The Ultragenyx offer represents a premium of over 358% to Dimension's unaffected share price as of August 24, 2017 and premiums of 24% and 48% over the implied value of the all-stock consideration to be received by Dimension stockholders pursuant to the announced acquisition of Dimension by RegenXBio, based on RegenXBio's last closing price and trailing 20-trading day volume-weighted average price as of September 15, 2017, respectively. As such, the proposal would provide Dimension stockholders with an immediate and certain return on their investment in Dimension and constitutes a superior alternative to the RegenXBio transaction.
- The proposal has been approved by the Board of Directors of Ultragenyx. Ultragenyx would fund the transaction from cash resources on its balance sheet and anticipates that customary closing conditions to the transaction could be satisfied so that the tender offer could complete as soon as 25 business days after merger agreement signing.
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