Pardes Biosciences, Inc. will be acquired by MediPacific, Inc. for a cash price per share between $2.02 and $2.19, depending on the Company’s net cash at closing. The acquisition includes a non-tradeable contingent value right related to potential future monetization of its COVID-19 antiviral portfolio and intellectual property. The Special Committee of Pardes’ Board of Directors, with independent members, has recommended and approved the merger. The tender offer for outstanding shares will begin by July 28, 2023, and the acquisition is expected to close in Q3 2023. Advisors include Leerink Partners, Fenwick & West LLP for Pardes, and Paul, Weiss, Rifkind, Wharton & Garrison LLP for Purchaser.
Pardes Biosciences, Inc. (Nasdaq: PRDS) today announced that it has entered into a definitive merger agreement whereby MediPacific, Inc. (Purchaser) will acquire Pardes for a price per share of not less than $2.02 in cash and an additional cash amount of not more than $0.17 per share, with the final price per share being based on the amount of the Company’s net cash at closing, plus a non-tradeable contingent value right (the CVR) associated with any future monetization of its COVID-19 antiviral portfolio and related intellectual property.
Following a thorough review process conducted with the assistance of its legal and financial advisors, a Special Committee of the Pardes Board of Directors, consisting solely of independent and disinterested members of the Pardes Board of Directors, determined that the acquisition by Purchaser—of which Foresite Capital Management (Foresite), a significant Pardes stockholder, and Dr. James Tananbaum, a founding partner of Foresite Capital and a director on the Pardes Board of Directors, are the controlling stockholders—is in the best interests of all Pardes stockholders not affiliated with Foresite, and has unanimously recommended the merger agreement to the Pardes Board of Directors. Based upon the recommendation of the Special Committee and with the assistance of legal and financial advisors, the disinterested members of the Pardes Board of Directors have unanimously determined that the acquisition by Purchaser is in the best interests of all Pardes stockholders not affiliated with Foresite and have unanimously approved the merger agreement.
Pursuant to the terms of the merger agreement, a subsidiary of Purchaser will commence a tender offer by July 28, 2023 to acquire all outstanding shares of Pardes for a price per share of not less than $2.02 in cash and an additional cash amount of not more than $0.17 per share at closing plus the CVR representing the right to receive 80% of the net proceeds payable from any license or disposition of Pardes’ programs and assets effected within five years of closing.
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Closing of the tender offer is subject to certain conditions, including the tender of Pardes shares representing at least a majority of the total number of outstanding shares not held by affiliates of the Purchaser as of immediately following the consummation of the offer; Pardes having at least $125 million of net cash at closing; and other customary conditions. Immediately following the closing of the tender offer, Pardes will merge with a subsidiary of the Purchaser, and all remaining shares not tendered in the offer, other than dissenting shares and shares held by Purchaser or Pardes, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the tender offer. The acquisition is expected to close in the third quarter of 2023.
Advisors
Leerink Partners is acting as exclusive financial advisor and Fenwick & West LLP is acting as legal counsel to Pardes. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to Purchaser.
Source: Bio Space
