공시 • Oct 21
Tourmaline Bio, Inc. completed the acquisition of Talaris Therapeutics, Inc. (NasdaqGM:TALS) from a group of shareholders in a reverse merger transaction.
Tourmaline Bio, Inc. entered into a definitive agreement to acquire Talaris Therapeutics, Inc. (NasdaqGM:TALS) from a group of shareholders for approximately $260 million in a reverse merger transaction on June 22, 2023. Subject to the terms and conditions of the merger agreement, at the closing of the Merger and related transactions, (a) each then-outstanding share of Tourmaline common stock will be converted into the right to receive a number of shares of Talaris common stock calculated in accordance with the merger agreement (the “Exchange Ratio”) and (b) each then-outstanding option to purchase Tourmaline common stock will be converted into an option to purchase Talaris common stock, subject to adjustment as set forth in the Merger Agreement. Based on Talaris’ and Tourmaline’s capitalization as of August 25, 2023, the Exchange Ratio was estimated to be equal to 0.771 shares of Talaris common stock for each share of Tourmaline common stock, which is subject to adjustments based upon Talaris’ net cash at the closing and the aggregate proceeds from the sale of Tourmaline common stock in the Tourmaline pre-closing financing. As on October 6, 2023, Talaris disclosed the final Exchange Ratio will be 0.8055. As of October 10, 2023, Pursuant to the Merger Agreement, the final Exchange Ratio will be 0.7977. Under the Exchange Ratio formula in the merger agreement, upon the Closing, on a pro forma basis and based upon the number of shares of Talaris common stock expected to be issued in the Merger, pre-Merger Tourmaline stockholders will own approximately 59.4% of the combined company, the pre-Merger Talaris stockholders will own approximately 21.3% of the combined company on a fully diluted basis using treasury stock method and investors who are issued shares of Tourmaline common stock in the financing transaction described below will own approximately 19.3% of the combined company on a fully diluted basis using treasury stock method. The Exchange Ratio, and related pro forma ownership, will be adjusted to the extent that Talaris’ net cash at Closing is less than $62,437,500 or greater than $72,562,500. Upon termination of the Merger Agreement under specified circumstances, Talaris may be required to pay Tourmaline a termination fee of $5.0 million and/or reimburse Tourmaline’s expenses up to a maximum of $500,000, and Tourmaline may be required to pay Talaris a termination fee of $7.1 million and/or reimburse Talaris’ expenses up to a maximum of $500,000. Upon completion of the Merger, the combined company will operate under the name Tourmaline Bio, Inc. and trade on the Nasdaq under the ticker symbol “TRML.” In addition, Talaris anticipates making a cash dividend of up to approximately $64.8 million to its stockholders prior to the closing of the Merger. Tourmaline stockholders immediately prior to the Merger (including Tourmaline stockholders issued shares in the private placement) are expected to own approximately 78.7% of the combined company and Talaris stockholders immediately prior to the Merger are expected to own approximately 21.3% of the combined company, each on a fully diluted basis. The percentage of the combined company that each company’s former stockholders are expected to own may be adjusted based on Talaris’ net cash at closing (subject to a collar) and the proceeds from the sale of certain of Talaris’ legacy assets prior to closing. Following the Merger, the combined company will be led by current members of the Tourmaline leadership team, including: Sandeep Kulkarni, MD, Chief Executive Officer; Yung Chyung, MD, Chief Medical Officer; Brad Middlekauff, JD, Chief Business Officer and General Counsel; Susan Dana Jones, Chief Technology Officer; Ryan Iarrobino, Senior Vice President, Product Development; Kevin Johnson, Chief Regulatory Officer, Dora Rau, Senior Vice President, Head of Quality. The merger agreement provides that the Board of Directors of the combined company will be composed of seven board members; five board members, including the CEO of Tourmaline, will be named by Tourmaline and two board members will be named by Talaris. As on October 6, 2023, Talaris disclosed that On September 2, 2023, the Talaris Board designated Mark D. McDade and Sapna Srivastava continue as directors of the combined company following the closing of the transaction they will be compensated as a non-employee director of the combined company pursuant to the non-employee director compensation policy. The closing of the merger is subject to various conditions including the registration statement of which this proxy statement/prospectus forms a part shall have become effective; Nasdaq must have approved the listing of additional shares of Talaris common stock, including the shares to be issued in connection with the merger; each lock-up agreement to be entered into by certain of Tourmaline’s stockholders will continue to be in full force; each lock-up agreement to be entered into by certain of Tourmaline’s stockholders will continue to be in full force; approvals by stockholders of Tourmaline and Talaris, regulatory approvals, and other customary closing conditions. The merger has been unanimously approved by the Board of Directors of both companies and both Boards of Directors have recommended that their respective stockholders approve the matters regarding the Merger. In connection with the Merger, directors, officers and certain stockholders of each of Tourmaline and Talaris have executed support agreements, pursuant to the terms of which they have agreed to vote all of their shares of capital stock in favor of the Merger or the issuance of Talaris shares in the Merger, as applicable. The merger is expected to close in the fourth quarter of 2023. On June 22, 2023, Tourmaline entered into a securities purchase agreement with certain investors, pursuant to which Tourmaline agreed to sell shares of Tourmaline common stock for an aggregate purchase price of approximately $75 million (the “Pre-Closing Financing”) immediately prior to the Closing. As on October 6, 2023, in connection with the merger, Talaris Board of Directors declared a special dividend of $1.5118 per share of Talaris common stock, which will be payable in cash. The Special Dividend will not exceed an amount equal to $67.5 million, net of the Aggregate Cash Amount. As of October 10, 2023, transaction is expected to close on October 19, 2023. As of October 17, 2023, the shareholders of Talaris Therapeutics, Inc. approved the merger.Jefferies, Piper Sandler, Guggenheim Securities, and Truist Securities are serving as placement agents to Tourmaline in connection with the private placement and Brandon W. Fenn and William Sorabella of Cooley LLP are serving as legal counsel to Tourmaline in connection with the private placement and the Merger. Leerink Partners LLC is serving as exclusive financial advisor and fairness opinion provider to Talaris Board and Richard Hoffman, John T. Haggerty and Tevia K. Pollard of Goodwin Procter LLP are serving as legal counsel to Talaris. Computershare Trust Company, N.A. acted as transfer agent and Mediant Communications Inc. acted as proxy solicitor to Talaris for a fee of approximately $5,300 plus reimbursement of out-of-pocket expenses. In connection with Leerink Partners’ services as financial advisor to Talaris, Talaris has agreed to pay Leerink Partners an aggregate fee of $2.5 million, $500,000 of which became payable upon the rendering by Leerink Partners of the opinion, and the remainder of which is payable contingent upon consummation of the merger.Tourmaline Bio, Inc. completed the acquisition of Talaris Therapeutics, Inc. (NasdaqGM:TALS) from a group of shareholders in a reverse merger transaction on October 19, 2023. The combined company will operate under the name, Tourmaline Bio, Inc., and its shares are expected to begin trading on the Nasdaq Global Market on October 20, 2023 under the ticker symbol “TRML”. Concurrent with the merger, Tourmaline completed a $75 million private placement with a syndicate of new and existing institutional life sciences investors including Acuta Capital Partners, Affinity Asset Advisors, Braidwell LP, Cowen Healthcare Investments, Deep Track Capital, Great Point Partners, LLC, KVP Capital, Logos Capital, Paradigm BioCapital, Qiming Venture Partners USA, RA Capital Management, LP, StemPoint Capital LP, TCGX, Vivo Capital, and other undisclosed investors. Following the transactions, Tourmaline’s cash, cash equivalents and investments of approximately $218 million, before payment of final transaction-related expenses, is expected to fund operations through 2026.