공시 • Mar 26
Q32 Bio Inc. completed the acquisition of Homology Medicines, Inc. (NasdaqGS:FIXX) from 5AM Venture Management, LLC, Arch Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P. managed by Arch Venture Partners, L.P., Pfizer Inc. (NYSE:PFE) and TLS Beta Pte. Ltd. in a reverse merger transaction.
Q32 Bio Inc. entered into a non-binding term sheet to acquire Homology Medicines, Inc. (NasdaqGS:FIXX) from 5AM Venture Management, LLC, Arch Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P. managed by Arch Venture Partners, L.P., Pfizer Inc. (NYSE:PFE) and TLS Beta Pte. Ltd. for approximately $200 million in a reverse merger transaction on September 11, 2023. Q32 Bio Inc. entered into a definitive merger agreement to acquire Homology Medicines, Inc. (NasdaqGS:FIXX) in a reverse merger transaction on November 16, 2023. The shares Homology Common Stock that will be issued to stockholders of Q32 will be calculated using a formula in the Merger Agreement based on the equity value of each of Q32 and Homology. Q32 has been ascribed an aggregate equity value of $195 million and Homology's equity value is expected to be approximately $80 million subject to adjustment based on the amount of net cash of the Company at closing of the Merger. Stockholders of Q32 Bio will receive newly issued shares of Homology Medicines common stock. Pre-merger Homology Medicines stockholders are expected to own approximately 25% of the combined company and pre-merger Q32 Bio stockholders are expected to own approximately 75% of the combined company. Both companies to combine in an all-stock transaction. Upon completion of the merger, the combined company will operate as Q32 Bio, headquartered in Waltham, Massachusetts, and is expected to trade under the Nasdaq ticker symbol “QTTB”. In support of the merger agreement, Q32 Bio has entered into an agreement for a $42 million private placement with participation from existing and new investors including OrbiMed, Atlas Venture, Abingworth, Bristol Myers Squibb, Acorn Bioventures, Osage University Partners (OUP), CU Healthcare Innovation Fund, Sanofi Ventures, Agent Capital and other undisclosed investors. Upon closing of the proposed transaction, the combined company will be led by current members of the Q32 Bio leadership team including, Jodie Morrison, Chief Executive Officer; Shelia Violette, Founder & Chief Scientific Officer; Jason Campagna, Chief Medical Officer; Saul Fink, Chief Technology Officer; Maria Marzilli, Executive Vice President, Corporate Strategy & Program Operations and David Appugliese, Senior Vice President, Head of People. The Board of Directors of the combined company is expected to be comprised of nine members, consisting of seven members designated by Q32 Bio and two members designated by Homology Medicines. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, Q32 may be required to pay the Company a termination fee of $5.85 million, or the Company may be required to pay Q32 a termination fee of $2.4 million.
The closing of the Merger is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, the approval of the transaction by the stockholders of each company, the shares of Company Common Stock to be issued in the Merger being approved for listing on The Nasdaq Stock Market; the Concurrent Financing results in cash proceeds of not less than $42 million to Q32; the Registration Statement having become effective; the Q32 Preferred Stock Conversion will have been effected as of the closing date of the Merger. The merger agreement has been approved by the boards of directors of both companies. Transaction is expected to close in the first quarter of 2024.
Leerink Partners is serving as the exclusive financial advisor to Q32 Bio. Leerink Partners and Piper Sandler are serving as placement agents for Q32 Bio’s planned private placement. John T. Haggerty, Jacqueline Mercier, Sarah Ashfaq, Kingsley L. Taft, Sarah M. Bock, Bradford J. Smith, Zhenghui (Alan) Wang, Daniel S. Karelitz, Caroline H. Bullerjahn, Morgan Mordecai, Alexander Varond, Matt Wetzel, Jacqueline Klosek, Brian H. Mukherjee, Arman Oruc, Simone Waterbury and Tevia K. Pollard of Goodwin Procter LLP serving as legal counsels to Q32 Bio. Leah Sauter, Peter Handrinos, Katharine Moir, Matt Conway, Colleen Smith; Steven Chinowsky, Elisabeth Martin, Jenna Cooper, Nicole McNeil and Patrick English of Latham & Watkins LLP serving as legal counsels to Homology Medicines. TD Cowen acted as financial advisor and fairness opinion provider of Homology. TD Cowen will receive from Homology an aggregate fee of $2.5 million, of which a portion was payable in connection with TD Cowen’s opinion and $1.85 million is payable contingent upon consummation of the Merger. Morrow & Co., LLC acted as proxy solicitor to Homology. American Stock Transfer & Trust Company acted as transfer agent to Homology. Cowen and Company acted as financial advisor to Homology.
Q32 Bio Inc. completed the acquisition of Homology Medicines, Inc. (NasdaqGS:FIXX) from 5AM Venture Management, LLC, Arch Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P. managed by Arch Venture Partners, L.P., Pfizer Inc. (NYSE:PFE) and TLS Beta Pte. Ltd. in a reverse merger transaction on March 25, 2024.
