お知らせ • Nov 05
Korro Bio, Inc. completed the acquisition of Frequency Therapeutics, Inc. (NasdaqGS:FREQ) from a group of shareholders.
Korro Bio, Inc. received a non-binding proposal to acquire Frequency Therapeutics, Inc. (NasdaqGS:FREQ) from a group of shareholders for approximately $330 million in a reverse merger transaction on March 14, 2023. Korro Bio, Inc. entered into a definitive merger agreement to acquire Frequency Therapeutics, Inc. from a group of shareholders for approximately $330 million in a reverse merger transaction on July 14, 2023. At the effective time (after giving effect to the conversion of Korro Bio preferred stock), each share of Korro Bio common stock outstanding immediately prior to the effective time will be converted solely into the right to receive a number of shares of Frequency common stock equal to the amount of Korro merger shares with a Korro Bio Equity Value of $325.6 million. The combined company will focus on the advancement of Korro Bio’s portfolio of RNA editing programs, is expected to operate under Korro Bio, Inc. and will apply to trade on Nasdaq under the ticker symbol “KRRO”. The combined company will be headquartered in Cambridge, Massachusetts and will be led by current members of the Korro Bio management team, including: Ram Aiyar, President and Chief Executive Officer; Steve Colletti, Chief Scientific Officer; Vineet Agarwal, Chief Financial Officer; Todd Chappell, Senior Vice President, Strategy and Portfolio Planning; Shelby Walker, Senior Vice President, General Counsel; Venkat Krishnamurthy, Senior Vice President, Head of Platform; and Stephanie Engels, Senior Vice President, HR, People and Culture. The board of directors of the combined company is expected to be comprised of seven members, consisting of four members designated by Korro Bio, one member designated by Frequency Therapeutics, which will be Frequency’s Chief Executive Officer, David L. Lucchino, and two independent directors. In connection with this transaction, Alex Silverstein from Point72 and Jordan Baumhardt, from Eventide Asset Management will resign from their director roles from the Korro Bio Board of Directors with immediate effect. Korro Bio has secured commitments from a syndicate of leading life sciences investors for a planned concurrent $117 million financing, co-led by Surveyor Capital (a Citadel company) and Cormorant Asset Management and participation from Atlas Venture, NEA, Platanus, Qiming Venture Partners USA, MP Healthcare Venture Management, Eventide Asset Management, Fidelity Management & Research Company LLC, Invus, Point72, Verition Fund Management, Monashee Investment Management, Sixty Degree Capital and additional investors. The financing is expected to close immediately prior to the completion of the merger. The combined company is expected to have approximately $170 million in cash, cash equivalents and marketable securities at close after estimated transaction expenses. The pro-forma cash balance is expected to provide cash runway through several value-creating milestones and into 2026. Upon termination of the merger agreement under specified circumstances, Korro Bio may be required to pay FREQ a termination fee of $4,000,000, or FREQ may be required to pay Korro Bio a termination fee of $1,500,000.
The transaction is subject to each party shall have obtained its requisite stockholder vote; the approval of the listing of the additional shares of Frequency common stock on Nasdaq shall have been obtained; the lock-up agreements will continue to be in full force and effect as of immediately following the Effective Time; the registration statement shall have become effective in accordance with the provisions of the Securities Act; Korro Bio shall have effected the conversion of Korro Bio preferred stock to Korro Bio common stock; the subscription agreement relating to the Pre-Closing Financing being in full force and effect and cash proceeds of not less than $100 million shall have been received by Korro Bio; written resignations in forms satisfactory to Korro, executed by the officers and directors of Frequency who are not to continue as officers or directors of Frequency. The merger agreement has been unanimously approved by the boards of directors of both companies. The merger agreement has been unanimously approved by the boards of directors of both Frequency and Korro. Frequency’s board of directors unanimously recommends that Frequency stockholders vote for the merger. As per filling on September 29, 2023, SEC has declared effective the registration statement on Form S-4. The merger and related financing are expected to close in the fourth quarter of 2023.
J.P. Morgan Securities LLC is serving as exclusive financial advisor to Korro Bio and lead placement agent on Korro Bio’s planned concurrent financing. Andrew H. Goodman, Marianne C. Sarrazin, Daniel Hughes, Kingsley L. Taft, Steven Tjoe, Adam Bellack, Jennifer L. Ford, Grace L. Wirth, Jennifer Merrigan Fay, Daniel S. Karelitz, Arman Oruc, Simone Waterbury and Theresa C. Kavanaugh of Goodwin Procter LLP acted as legal advisors to Korro Bio. BofA Securities, Piper Sandler and RBC Capital Markets are also serving as placement agents for Korro Bio’s planned concurrent financing and Davis Polk & Wardwell LLP is serving as the placement agents’ legal counsel. Cowen and Company, LLC is acting as exclusive financial advisor and fairness opinion provider to Frequency Therapeutics and Bradley Faris, Jennifer Yoon, John Chory, Jocelyn Noll, Matthew Conway, Christopher Hazuka, Heather Deixler, Betty Pang, Elizabeth Richards, Eveline Van Keymeulen and Patrick English of Latham & Watkins LLP acted as Frequency Therapeutics’ legal counsels. Morrow Sodali LLC acted as proxy solicitor to Frequency Therapeutics for a fees of approximately $45,000, plus reimbursement of out-of-pocket expenses. Computershare Trust Company, N.A acted as the transfer agent for Frequency common stock. Cowen and Company will receive from Frequency for financial advisory services an aggregate fee of $2.0 million, of which a portion was payable in connection with Cowen’s opinion and $1.5 million is payable contingent upon consummation of the merger.
Korro Bio, Inc. completed the acquisition of Frequency Therapeutics, Inc. (NasdaqGS:FREQ) from a group of shareholders on November 3, 2023. The combined company will operate under the name Korro Bio, Inc., and its shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “KRRO” on November 6, 2023. Immediately prior to the merger, Korro completed the previously announced $117 million private placement.