공시 • Jul 01
Immunome, Inc. (NasdaqCM:IMNM) entered into an agreement to acquire MorphImmune, Inc. from Research Bridge Partners, Investment Arm and others for $51.7 million.
Immunome, Inc. (NasdaqCM:IMNM) entered into an agreement to acquire MorphImmune, Inc. from Research Bridge Partners, Investment Arm and others for $51.7 million on June 29, 2023. Under the terms of the transaction, each share of MorphImmune common stock and each share of MorphImmune preferred stock will be converted into the right to receive a number of shares of Immunome common stock equal to an exchange ratio of 0.3042, and outstanding options to acquire Morphimmune common stock will be assumed by Immunome. A concurrent $125 million private placement investment has also been announced. At the effective time of the merger, prior to giving effect to the private placement, securityholders of Immunome will own approximately 55% of the combined company and securityholders of Morphimmune will own approximately 45% of the combined company on a fully diluted basis. The combined company, which will operate as Immunome and retain the same ticker symbol, will be headquartered in Seattle, WA and will maintain research lab facilities in Exton, PA and West Lafayette, IN. Immunome will pay a termination fee of $3 million in case Immunome terminated the transaction, and Morphimmune will pay a termination fee of $3 million in case Morphimmune terminates the transaction. Clay B. Siegall, Chief Executive Officer and President of Morphimmune, will serve as the Chief Executive Officer, President, and Chairman of the Board of Directors of Immunome. In connection with the private placement, Chief Executive Officer of Enavate Sciences, will be appointed to the Board of Directors of Immunome. The board of directors of the combined company will be comprised of seven members: two selected by Morphimmune, who will initially be Clay B. Siegall, and Isaac Barchas; one selected by Immunome, who will initially be Philip Wagenheim; and four additional independent directors, to be mutually agreed, one of whom will initially be James P. Boylan.
The closing of the transaction is subject to customary closing conditions, including the effectiveness of the registration statement on Form S-4 to be filed by Immunome, the receipt of required stockholder approvals from Immunome and Morphimmune stockholders, shares of Parent Common Stock to be issued in the Merger pursuant to this Agreement shall have been approved for listing, Subscription Agreements shall be in full force and effect, Holders of no more than 10% of shares of Company Capital Stock shall have exercised statutory appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Company Capital Stock, and Company Lock-Up Agreements will continue to be in full force and effect. The Boards of Directors of both companies have unanimously approved the transaction. Stockholders of Immunome holding approximately 20% of the voting stock of Immunome and stockholders of Morphimmune holding approximately 70% of the voting stock of Morphimmune executed voting and support agreements to vote in favor of the transaction. Both the merger and private placement are expected to close by the end of Q4 2023. Kenneth Koch and Daniel Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Immunome. Thomas A. Coll and Barbara L. Borden of Cooley LLP acted as legal advisors to Morphimmune. TD Cowen acted as financial advisor to Morphimmune. Stifel, Nicolaus & Company acted as financial advisor and fairness opinion provider to Immunome. A team led by Michael O’Bryan of Morrison Foerster is advising Stifel, Nicolaus & Company.