NGM Bio, a biotech company, is being acquired by affiliates of The Column Group, LP. The agreement, with Atlas Neon Parent, Inc. and Atlas Neon Merger Sub, Inc., involves a cash tender offer for outstanding shares. The deal, valued at $135 million, offers $1.55 per share. Following a thorough review, the acquisition was recommended and approved by NGM Bio’s board.
NGM Biopharmaceuticals, Inc. (“NGM Bio”), a biotechnology firm dedicated to pioneering therapeutic solutions for patients, has announced its entry into a definitive Agreement and Plan of Merger with certain affiliates of The Column Group, LP. Under this agreement, Atlas Neon Parent, Inc. (“Purchaser”) and Atlas Neon Merger Sub, Inc. (“Merger Sub”) will acquire NGM Bio through a cash tender offer. The offer, to be initiated by Merger Sub, targets all outstanding shares of NGM Bio not held by affiliates of The Column Group, LP and other specified stockholders, at a cash price of $1.55 per share. Purchaser and Merger Sub are associated with The Column Group, LP (“TCG Stockholders”), NGM Bio’s principal stockholder, holding about 26% of its outstanding shares.
TCG Stockholders and certain other existing NGM Bio stockholders (“Rollover Stockholders”) have agreed to contribute their shares to Purchaser instead of receiving the cash price per share.
This cash offer equates to a total equity value of $135 million on a fully diluted basis, presenting an 80% premium over the closing price on December 29, 2023. NGM Bio’s available cash, cash equivalents, and short-term marketable securities were approximately $166.0 million as of September 30, 2023, and an estimated $144.2 million as of December 31, 2023.
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Following extensive deliberation and evaluation of strategic and financial alternatives, led by a Special Committee of NGM Bio’s Board of Directors, the acquisition by Purchaser was deemed to be in the best interests of NGM Bio’s stockholders (excluding certain affiliated parties). The Special Committee, composed solely of independent and disinterested Board members, unanimously recommended approval of the Merger Agreement.
Suzanne Sawochka Hooper, an independent Board member and Chair of the Special Committee, stated, “We conducted a thorough review of our financial and strategic alternatives… 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.”
Upon the recommendation of the Special Committee, the Board, with the guidance of legal and financial advisors, approved the Merger Agreement, determining it to be in the best interests of the Unaffiliated Stockholders.
The completion of the tender offer is contingent upon customary conditions, including the tender of NGM Bio shares representing at least a majority of the total outstanding shares held by the Unaffiliated Stockholders. There is no financing contingency associated with the tender offer.
Upon the tender offer’s closure, Merger Sub will merge with NGM Bio, converting all remaining untendered shares, excluding dissenting shares, treasury shares, and rollover shares, into the right to receive $1.55 per share in cash. The transaction is anticipated to close in the second quarter of 2024, resulting in NGM Bio transitioning into a privately held entity, with its shares no longer listed on Nasdaq.