NGM Bio Has Entered Into A Definitive Agreement And Plan Of Merger With Certain Affiliates Of The Column Group, LP; NGM Bio Stockholders To Receive $1.55 Per Share In Cash, Total Equity Value Of $135M

Author: Benzinga Newsdesk | February 26, 2024 10:05am

• NGM Bio stockholders to receive $1.55 per share in cash, an 80% premium over the closing share price on the last trading day prior to disclosure of receipt from The Column Group of a non-binding expression of interest in purchasing shares in a going-private transaction
• Based on a thorough exploration and review of strategic and financial alternatives, a Special Committee of independent and disinterested directors unanimously recommends the transaction

SAN FRANCISCO, Feb. 26, 2024 (GLOBE NEWSWIRE) -- NGM Biopharmaceuticals, Inc. ("NGM Bio") (NASDAQ:NGM), a biotechnology company focused on discovering and developing transformative therapeutics for patients, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") under which Atlas Neon Parent, Inc. ("Purchaser") and Atlas Neon Merger Sub, Inc. ("Merger Sub") will acquire NGM Bio through a cash tender offer to be commenced by Merger Sub for all outstanding shares of NGM Bio not held by affiliates of The Column Group, LP and certain other stockholders, as described below, at a price per share of $1.55 in cash. Purchaser and Merger Sub are affiliates of The Column Group, LP (together with certain of The Column Group, LP's affiliates, the "TCG Stockholders"), NGM Bio's longest and largest stockholder, holding approximately 26% of NGM Bio's outstanding shares.

The TCG Stockholders and certain other existing stockholders of NGM Bio (the "Rollover Stockholders") have agreed to contribute their shares of NGM Bio stock to Purchaser as a part of the transaction rather than receive the cash price per share.

This price per share corresponds to a total equity value of $135 million on a fully diluted basis and represents an 80% premium over the last trading day closing price (December 29, 2023) prior to NGM Bio's Form 8-K confirming receipt from the TCG Stockholders of a non-binding expression of interest in exploring and evaluating a potential acquisition of all of the outstanding shares of common stock of NGM Bio not already owned by the TCG Stockholders in a going-private transaction. NGM Bio's cash, cash equivalents and short-term marketable securities were $166.0 million as of September 30, 2023 and an estimated $144.2 million as of December 31, 2023.

Following a thorough exploration and review of strategic and financial alternatives with the assistance of its legal and financial advisors, a Special Committee of the NGM Bio Board of Directors (the "Special Committee"), consisting solely of independent and disinterested members of the NGM Bio Board of Directors (the "Board"), determined that the acquisition by Purchaser is in the best interests of NGM Bio stockholders (excluding the TCG Stockholders, Purchaser, Merger Sub, the Rollover Stockholders, the members of the Board and the officers of NGM Bio subject to Section 16 of the Exchange Act, referred to as the "Unaffiliated Stockholders"), and unanimously recommended approval of the Merger Agreement to the Board. The Special Committee and NGM Bio management team explored a range of strategic options, including engaging with multiple potential third party acquirors, before negotiating and entering into the Merger Agreement.

"We conducted a thorough review of our financial and strategic alternatives, including remaining a publicly held company, with particular focus on NGM Bio's ongoing need for significant additional funding. Based on this review, we believe that this negotiated transaction for Purchaser to acquire NGM Bio is in the best interest of the Unaffiliated Stockholders," said Suzanne Sawochka Hooper, an independent member of the Board and Chair of the Special Committee.

Based upon the recommendation of the Special Committee, with the assistance of its legal and financial advisors, the Board determined that the acquisition by Purchaser is in the best interests of the Unaffiliated Stockholders, and approved the Merger Agreement.

Closing of the tender offer is subject to the satisfaction of certain customary conditions, including the tender of NGM Bio shares representing at least a majority of the total number of outstanding shares held by the Unaffiliated Stockholders. The tender offer is not subject to a financing contingency.

Promptly following the closing of the tender offer, Merger Sub will merge with and into NGM Bio, and all remaining shares not tendered in the offer, other than dissenting shares, treasury shares and rollover shares held by the TCG Stockholders, Purchaser and any other subsidiary of Purchaser, or the Rollover Stockholders, will be converted into the right to receive a price per share of $1.55 in cash. The acquisition is expected to close in the second quarter of 2024. If completed, the transaction will result in NGM Bio becoming a privately held company and its shares will no longer be listed on Nasdaq.

Posted In: NGM