お知らせ • Feb 25
Gene Therapy Business of Amicus Therapeutics, Inc. (NasdaqGM:FOLD) cancelled the acquisition of ARYA Sciences Acquisition Corp IV (NasdaqCM:ARYD) from Todd Wider, Leslie Trigg and Michael Henderson, ARYA Sciences Holdings IV and others in a reverse merger transaction.
Gene Therapy Business of Amicus Therapeutics, Inc. (NasdaqGM:FOLD) entered into a non-binding agreement to acquire ARYA Sciences Acquisition Corp IV (NasdaqCM:ARYD) from Todd Wider, Leslie Trigg and Michael Henderson, ARYA Sciences Holdings IV and others in a reverse merger transaction on July 2, 2021. Gene Therapy Business of Amicus Therapeutics, Inc. (NasdaqGM:FOLD) entered into a definitive business combination agreement to acquire ARYA Sciences Acquisition Corp IV (NasdaqCM:ARYD) from Todd Wider, Leslie Trigg and Michael Henderson, ARYA Sciences Holdings IV and others in a reverse merger transaction on September 29, 2021. The business combination will result in the launch of a new independent publicly traded company, Caritas Therapeutics, Inc. The transaction will result in two independent publicly traded companies with attractive stand-alone investment profiles. Amicus will become the largest shareholder in Caritas with a ~36% ownership stake (assuming no redemptions by ARYA’s shareholders) and retain co-development and commercialization rights to the Fabry and Pompe gene therapy programs as well as negotiation rights on select future muscular dystrophy programs. In addition to the approximately $150 million held in ARYA IV’s trust account, assuming no redemptions are effected, a group of leading global investors has committed to participate in the transaction through a common stock private investment in public equity (PIPE) of approximately $200 million at $10 per share. Amicus will also invest $50 million in cash in Caritas in exchange for additional equity in Caritas. Together, Caritas is expected to receive proceeds of approximately $400 million at the closing of the transactions, assuming no redemptions are effected. Proceeds of the business combination and the PIPE are expected to be used to advance development of the Caritas gene therapy pipeline, discovery work, growth across its scientific teams and to support general corporate activities (including payment of certain transaction expenses). The transaction will transform Amicus into a premier rare disease global commercialization and late stage product development company. In connection with the closing of the transaction, ARYA IV will redomicile as a Delaware corporation and its common stock is expected to be listed on Nasdaq under the ticker symbol “SPES”, the Latin word for hope.
Upon consummation of the business combination, current Amicus Chairman and Chief Executive Officer John F. Crowley will lead Caritas as Chairman and Chief Executive Officer and will become the Chairman Emeritus and Chief Strategic Advisor for Amicus. Current Amicus President and Chief Operating Officer Bradley Campbell will be named as Chief Executive Officer of Amicus. The agreement may be terminated under certain customary and limited circumstances. The completion of the transaction is subject to approval of ARYA IV’s shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the effectiveness of the Registration Statement on Form S-4, ARYA having at least $5,000,001 of net tangible assets remaining after the closing, the approval by Nasdaq of ARYA’s initial listing application in connection with the business combination, the aggregate cash proceeds from ARYA’s trust account, together with the proceeds from the Caritas PIPE Investment and the Amicus Contribution Amount, equaling no less than $300 million, execution of Transition Services Agreement and other additional agreements, and the satisfaction or waiver of certain other customary closing conditions. The Boards of Directors of both Amicus and ARYA IV have unanimously approved the proposed transaction. Completion of the transaction is expected is expected in the fourth quarter of 2021 or early 2022. Goldman Sachs & Co. LLC is acting as financial and capital markets advisor to Amicus Therapeutics. Jefferies LLC is acting as financial advisor and private placement agent to ARYA IV. Graham Robinson and Katherine D. Ashley of Skadden, Arps, Slate, Meagher & Flom LLP, Wilson Sonsini Goodrich & Rosati and Scott R. Jones of Troutman Pepper Hamilton Sanders LLP are acting as legal counsel to Amicus Therapeutics. Jonathan L. Davis and Ryan Brissette of Kirkland & Ellis LLP is acting as legal counsel to ARYA IV.
Gene Therapy Business of Amicus Therapeutics, Inc. (NasdaqGM:FOLD) cancelled the acquisition of ARYA Sciences Acquisition Corp IV (NasdaqCM:ARYD) from Todd Wider, Leslie Trigg and Michael Henderson, ARYA Sciences Holdings IV and others in a reverse merger transaction on February 23, 2022. Termination of the transaction results from unfavorable market conditions affecting IPOs, follow-on financings, and SPACs in the biotech sector as well as an increasingly challenging environment for stand-alone gene therapy companies. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the transaction.