공시 • Jun 21
Tectonic Therapeutic, Inc. completed the acquisition of AVROBIO, Inc. (NasdaqGS:AVRO) from a group of shareholders in a reverse merger transaction.
Tectonic Therapeutic, Inc. entered into a term sheet to acquire AVROBIO, Inc. (NasdaqGS:AVRO) from Newtyn Management, LLC, BML Capital Management, LLC, ADAR1, Atlas Venture L.P. and others for $9.2 million in a reverse merger transaction on December 13, 2023. Tectonic Therapeutic, Inc. entered into an agreement to acquire AVROBIO, Inc. (NasdaqGS:AVRO) from a group of shareholders for $9.19 million in a reverse merger transaction on January 30, 2024. Subject to the terms and conditions of the merger agreement, at the closing of the merger, (a) each then-outstanding share of Tectonic common stock will be converted into the right to receive a number of shares of 0.74458326 AVRO common stock calculated in accordance with the merger agreement exchange ratio. Under the terms of the agreement, AVROBIO will acquire 100% of the outstanding equity interests of Tectonic. Upon completion of the merger, the combined company is expected to operate under the name Tectonic Therapeutic, Inc. and trade on Nasdaq under the ticker symbol “TECX.” Upon completion of the merger, pre-Merger AVROBIO shareholders are expected to own approximately 22.3% of the combined company and pre-Merger Tectonic shareholders are expected to own approximately 40.2% of the combined company. Immediately after the merger, and prior to giving effect to the proposed private financings, AVROBIO securityholders as of immediately prior to the merger are expected to own approximately 35.6% of the outstanding shares of capital stock of the combined company, and after giving further effect to the proposed private financings, AVROBIO securityholders as of immediately prior to the merger are expected to own approximately 22.3% of the outstanding shares of capital stock of the combined company. Immediately after the merger, and prior to giving effect to the proposed private financings, former Tectonic securityholders are expected to own approximately 64.4% of the outstanding shares of capital stock of the combined company, and after giving further effect to the proposed private financings, former Tectonic securityholders are expected to own approximately 39.8% of the outstanding shares of capital stock of the combined company. Following the closing of the merger, the combined company will be led by Reicin and other members of the Tectonic management team. AVROBIO will be renamed Tectonic Therapeutic, Inc. and the corporate headquarters will be located in Watertown, Mass. The merger agreement provides that post-merger, one board member from AVROBIO will join the Board of Directors of the combined company. The agreement contains certain termination rights of each of AVRO and Tectonic. Upon termination of the agreement under specified circumstances, AVRO may be required to pay Tectonic a termination fee of $2.7125 million and/or reimburse Tectonic’s expenses up to a maximum of $0.65 million, and Tectonic may be required to pay AVRO a termination fee of $4.9 million.The merger has been approved by the Board of Directors of both companies, subject to customary closing conditions, including the approvals by the shareholders of each company, issue shares of AVRO common stock issuable in connection with the merger under the rules of The Nasdaq Stock Market LLC, Lock-Up agreement, the effectiveness of the Registration Statement, AVRO’s net cash not being less than $50 million, the closing of the private placement financing and other customary closing conditions. and is expected to close in the second quarter of 2024. In connection with the Merger, AVRO held a special meeting of its stockholders on June 11, 2024 at which AVRO’s stockholders approved effecting a reverse stock split of AVRO’s issued common stock at a ratio in the range between 1:3 and 1:30, inclusive, with the final ratio and effectiveness of all other ratios of such amendment and the abandonment of such amendment to be mutually agreed by the board of directors of AVRO and the board of directors of Tectonic prior to the effective time and closing of the merger is anticipated to take place on or around June 18, 2024. As per filling on June 18, 2024, the closing of the merger is anticipated to take place on or around June 20, 2024.Mitchell Bloom, Robert Masella, James Ding and Adam V. Johnson of Goodwin Procter LLP acted as legal advisors to AVROBIO. Marc A. Recht, Miguel J. Vega, Courtney T. Thorne and Michael Rohr of Cooley LLP acted as legal advisors to Tectonic Therapeutic. Innisfree M&A Incorporated acted as proxy solicitor to AVROBIO and will receive a fee of $50,000, plus reimbursement of out-of-pocket expenses for its services. Houlihan Lokey acted as financial advisor and fairness opinion provider to AVROBIO. Pursuant to its engagement by AVROBIO, Houlihan Lokey became entitled to an aggregate fee of $400,000 for its services, a portion of which became payable to Houlihan Lokey upon its retention by AVROBIO and the remainder of which became payable upon the delivery of its opinion. Computershare Trust Company, N.A . acted as transfer agent to AVROBIO. Deloitte & Touche LLP acted as auditor to Tectonic. Ernst & Young LLP acted as accountant to AVROBIO. TD Cowen acted as financial advisor to AVROBIO and Leerink Partners acted as financial advisor to Tectonic.Tectonic Therapeutic, Inc. completed the acquisition of AVROBIO, Inc. (NasdaqGS:AVRO) from a group of shareholders in a reverse merger transaction on June 20, 2024. The combined company will operate under the name Tectonic Therapeutic, Inc., and its shares are expected to begin trading on the Nasdaq Global Market on June 21, 2024 under the ticker symbol "TECX". Concurrent with the merger, Tectonic completed a $130.7 million private placement.