공시 • Oct 11
Decibel Therapeutics, Inc. Files Form 15 Decibel Therapeutics, Inc. has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Common Stock under the Securities Exchange Act of 1934, as amended. The par value of the company's Common Stock was $0.001 per share. New Risk • Sep 28
New major risk - Revenue and earnings growth Earnings have declined by 20% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (24% average weekly change). Earnings have declined by 20% per year over the past 5 years. Revenue is less than US$1m. 공시 • Sep 26
Decibel Therapeutics, Inc. Announces Board Changes On August 9, 2023, Decibel Therapeutics, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 8, 2023, with Regeneron Pharmaceuticals, Inc. (“Parent”), and Symphony Acquisition Sub, Inc. a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the terms of the Merger Agreement, each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time and Nouhad Husseini, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company, in each case, as of the Effective Time. The director resignations were tendered in connection with the Merger and were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices. Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer. 공시 • Aug 27
Decibel Therapeutics, Inc. Announces U.S. Food and Drug Administration Grants Fast Track Designation for DB-OTO On August 25, 2023, Decibel Therapeutics, Inc. announced that the U.S. Food and Drug Administration had granted fast track designation for DB-OTO, the Company’s lead gene therapy product candidate for congenital hearing loss caused by mutations of the otoferlin gene. 공시 • Aug 11
Regeneron Pharmaceuticals, Inc. (NasdaqGS:REGN) entered into a definitive agreement to acquire remaining unknown majority stake in Decibel Therapeutics, Inc. (NasdaqGS:DBTX) from a group of shareholders for approximately $100 million. Regeneron Pharmaceuticals, Inc. (NasdaqGS:REGN) entered into a definitive agreement to acquire remaining unknown majority stake in Decibel Therapeutics, Inc. (NasdaqGS:DBTX) from a group of shareholders for approximately $100 million on August 8, 2023. Regeneron to initiate a tender offer to acquire all outstanding shares of Decibel at a price of $4.00 per share of Decibel common stock payable in cash at closing plus one CVR. Decibel shareholders will receive a non-tradeable contingent value right (CVR) to receive up to $3.50 per share in cash upon achievement of certain clinical development and regulatory milestones for Decibel’s lead investigational candidate, DB-OTO, within specified time periods. Regeneron currently owns 2,097,314 shares of Common Stock of Decibel. The proposed acquisition values Decibel at a total equity value of approximately $109 million based on the amount payable at closing, and a total equity value of up to approximately $213 million if the CVR milestones are achieved. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, Decibel will be required to pay Regeneron a termination fee in the amount of $6,500,000.
The closing of the tender offer will be subject to certain conditions, including the tender of at least a majority of the outstanding shares of Decibel common stock and other customary closing conditions. Upon the successful completion of the tender offer, Regeneron will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the tender offer. The board of directors of Decibel unanimously approved the merger agreement. The board of directors of Regeneron have also approved the transaction. In connection with execution of the Merger Agreement, Regeneron entered into Tender and Support Agreements with each of (i) OrbiMed Private Investments VIII, LP, OrbiMed Partners Master Fund Limited and OrbiMed Genesis Master Fund, L.P., (ii) Third Rock Ventures III, L.P. and (iii) Laurence Reid, which collectively own approximately 35.7% of the outstanding shares of Common Stock of Decibel, to vote all of such Supporting Stockholder’s shares of Common Stock in favor of the Merger. The transaction is expected to close in the third quarter of 2023.
Andrew R. Brownstein and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Regeneron. Centerview Partners LLC and Leerink Partners LLC are serving as Decibel’s financial advisors and Stuart M. Falber, Joseph B. Conahan and Scott Lunin of Wilmer Cutler Pickering Hale and Dorr LLP serving as Decibel’s legal advisors. Centerview Partners LLC acted as fairness opinion provider to the board of directors of Decibel. 