Ultragenyx to Acquire Dimension Therapeutics for $5.50 Per Share in Cash


Centerview Partners LLC is serving as financial advisor to Ultragenyx, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as Ultragenyx’s legal advisor.

Ultragenyx Pharmaceutical Inc. (NASDAQ:RARE) (“Ultragenyx” or the “Company”), a biopharmaceutical company focused on the development of novel products for rare and ultra-rare diseases, today announced that it has made a proposal to acquire all of the outstanding shares of common stock of Dimension Therapeutics, Inc. (NASDAQ:DMTX) (“Dimension”) for $5.50 per share, or approximately $138 million, in cash at close to be effectuated via a tender offer. The Ultragenyx offer represents a premium of over 358% to Dimension’s unaffected share price as of August 24, 2017 and premiums of 24% and 48% over the implied value of the all-stock consideration to be received by Dimension stockholders pursuant to the announced acquisition of Dimension by REGENXBIO Inc. (traded on NASDAQ under RGNX) (“REGENXBIO”), based on REGENXBIO’s last closing price and trailing 20-trading day volume-weighted average price as of September 15, 2017, respectively. As such, the proposal would provide Dimension stockholders with an immediate and certain return on their investment in Dimension and constitutes a superior alternative to the REGENXBIO transaction.

The proposal has been approved by the Board of Directors of Ultragenyx. Ultragenyx would fund the transaction from cash resources on its balance sheet and anticipates that customary closing conditions to the transaction could be satisfied so that the tender offer could complete as soon as 25 business days after merger agreement signing.

Ultragenyx is a biopharmaceutical company committed to bringing to market novel products for the treatment of rare and ultra-rare diseases, with a focus on serious, debilitating genetic diseases. The Company has rapidly built and advanced a diverse portfolio of product candidates with the potential to address diseases for which the unmet medical need is high, the biology for treatment is clear, and for which there are no approved therapies.

The Skadden team includes: M&A partners Graham Robinson (Picture) and Laura Knoll (Boston), and associate Marissa Leonce (Boston); Intellectual Property and Technology partner Matthew Zisk (New York), counsel Ken Kumayama (Palo Alto) and associate Maya Ziv (Palo Alto); Executive Compensation and Benefits partner Timothy F. Nelson (Boston); Antitrust and Competition partners Steven Sunshine (Washington, D.C.) and Maria Raptis (New York); and Tax partner Moshe Spinowitz(Boston).

Involved fees earner: Graham Robinson – Skadden Arps Slate Meager & Flom; Laura Knoll – Skadden Arps Slate Meager & Flom; Marissa Leonce – Skadden Arps Slate Meager & Flom; Matthew Zisk – Skadden Arps Slate Meager & Flom; Ken Kumayama – Skadden Arps Slate Meager & Flom; Maya Ziv – Skadden Arps Slate Meager & Flom; Timothy Nelson – Skadden Arps Slate Meager & Flom; Steven Sunshine – Skadden Arps Slate Meager & Flom; Maria Raptis – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Ultragenyx Pharmaceutical Inc.;

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Author: Ambrogio Visconti