ARYA Sciences Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Immatics Biotherapeutics GmbH
ESTIMATED CURRENT FUNDS in TRUST: $148.7 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.35*
ENTERPRISE VALUE: $314.8 million
*SPACInsider estimate a/o 6-28-20
Arya Sciences Acquisition Corp. proposes to combine with Immatics Biotechnologies GmbH (“Immatics”), a clinical-stage biopharmaceutical company active in the discovery and development of T cell redirecting cancer immunotherapies. The combined company is expected to have an implied enterprise value of $314.8 million and an initial market capitalization of approximately $634 million. Completion of the transaction is antipcated in the second quarter of 2020 with a newly formed company name of Immatics N.V.
Immatics leverages advanced technologies and biologic insight to identify otherwise inaccessible and intracellular drug targets as a basis for a broad range of cancer immunotherapies designed to overcome the current limitations in immuno-oncology. The company is actively using these targets to develop novel T cell receptors to enable a robust and specific T-cell response against cancer cells. The Company has two distinct product classes, Adoptive Cell Therapies (ACT) and TCR Bispecifics, and is advancing product candidates in both classes in the Company’s proprietary pipeline with several clinical-stage ACT lead products. Additionally, the Company has several large-scale collaborations with global leaders in the pharmaceutical industry.
TRANSACTION OVERVIEW
Under the terms of the proposed transaction, Immatics´ shareholders will receive 35 million shares of the newly established Immatics N.V. in exchange for their existing Immatics shares with existing Immatics shareholders and management are retaining 100% of their equity. Assuming that no Arya shareholders elect to redeem their shares and participation by all Immatics shareholders participate in the transaction, it is estimated that the current shareholders of Immatics will own approximately 61% of the issued and outstanding shares in the combined company at closing.
Immatics will receive gross proceeds of up to $252 million at the closing of the transaction and will continue to operate under the Immatics management team headed by Chief Executive Officer Harpreet Singh, Ph.D. The respective boards of directors of both Arya and Immatics have approved the proposed transaction.
In addition to the funds held in Arya’s trust account, a group of leading US healthcare investors has committed to participate in the transaction through a ~$104 million common stock PIPE at $10.00. Investors in the PIPE include Perceptive Advisors, Redmile Group, Federated Hermes Kaufmann Funds, RTW Investments, Sphera Funds, and an additional healthcare focused investor, as well as current existing Company shareholders including dievini Hopp BioTech, AT Impf and Wellington Partners.
PIPE
- 10,415,000 Ordinary Shares (the “Private Placement Shares”), for an aggregate of $104,150,000 in proceeds (done at $10.00)
- US healthcare investors has committed to participate in the transaction, including:
- Perceptive Advisors
- Redmile Group
- Federated Hermes Kaufmann Funds
- RTW Investments
- Sphera Funds
- and an additional healthcare focused investor (not named)
- Current existing Company shareholders including dievini Hopp BioTech, AT Impf and Wellington Partners.
SPONSOR LETTER AGREEMENT
ARYA Sciences Holdings, ARYA, TopCo and ARYA’s independent directors entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which:
- Each of ARYA Sponsor and the ARYA independent directors agreed to vote in favor of the Business Combination Agreement
- ARYA Sponsor agreed to forfeit the warrants it purchased in a private placement in connection with the ARYA initial public offering and
- ARYA Sponsor and the ARYA independent directors have agreed to waive any adjustment to the conversion ratio set forth in the ARYA’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares of ARYA held by them.
NOTABLE CONDITIONS TO CLOSING
- The Aggregate Transaction Proceeds shall be equal to or greater than $150,000,000;
- The proceeds from the Private Placement shall be equal to or greater than $100,000,000;
- In the case of ARYA’s obligation to close, the shareholders representing 92% of the issued and outstanding share of Immatics have agreed to participate in the transaction.
NOTABLE CONDITIONS TO TERMINATION
- By either party, if the closing of the Business Combination has not occurred by October 10, 2020
ADVISORS
- Goldman Sachs International is acting as lead financial advisor
- BofA Securities, SVB Leerink and Kempen serve as financial advisors to Immatics.
- Jefferies LLC is acting as financial and capital markets advisor to Arya as well as sole private placement agent.
- Chardan Capital Markets LLC is also serving as advisor to Arya.
- Goodwin Procter LLP and CMS are acting as legal counsel to Immatics.
- Kirkland & Ellis LLP is serving as legal counsel to Arya.
ARYA SCIENCES MANAGEMENT & BOARD
Executive Officers
Adam Stone, 39
CEO and Director
Mr. Stone joined Perceptive Advisors in 2006 and has acted as Chief Investment Officer since 2012 and is a member of the internal investment committees of Perceptive Advisors’ credit opportunities and venture funds. Mr. Stone currently also serves on the boards of directors of Solid Biosciences (Nasdaq: SLDB), Renovia, and Xontogeny, which are portfolio companies of Perceptive Advisors. Prior to joining Perceptive Advisors, Mr. Stone was a Senior Analyst at Ursus Capital from 2001 to 2006 where he focused on biotechnology and specialty pharmaceuticals. During Mr. Stone’s tenure at Ursus Capital, Mr. Stone focused on biotech and specialty pharmaceuticals. Mr. Stone graduated with honors from Princeton University with a BA in molecular biology.
Michael Altman, 36
CFO & Director
Mr. Altman joined Perceptive Advisors in 2007 and is a Senior Analyst on the investment team. Mr. Altman’s focus is on medical devices, diagnostics, digital health and specialty pharmaceuticals. Mr. Altman also serves on the boards of directors of Vensun Pharmaceuticals, Vitruvius Therapeutics and Lyra Therapeutics, which are portfolio companies of Perceptive Advisors. In addition, Mr. Altman is a member of the investment committee of Perceptive Advisors’ credit opportunities fund. Prior to joining Perceptive Advisors in, Mr. Altman was a trader and analyst at First New York Securities from 2005 to 2007. Mr. Altman graduated from the University of Vermont with a BS in Business Administration.
Board of Directors
Joseph Edelman, 63
Chairman
Mr. Edelman is Founder, Chief Executive Officer and Portfolio Manager of Perceptive Advisors. Prior to founding Perceptive Advisors, Mr. Edelman was a Senior Analyst at Aries Fund, a Paramount Capital Asset Management biotechnology hedge fund, from 1994 through 1998. Prior to that position, Mr. Edelman was a Senior Biotechnology Analyst at Prudential Securities from 1990 to 1994. Mr. Edelman started his career in the healthcare sector of the securities industry as a Biotechnology Analyst at Labe, Simpson from 1987 to 1990. Mr. Edelman earned an MBA from New York University and a BA, magna cum laude, in psychology from the University of California San Diego.
Kevin Conroy, 53
Director
Mr. Conroy has served as Chief Executive Officer since 2009, and Chairman since 2014 of Exact Sciences Corporation (Nasdaq: EXAS), which focuses on the early detection and prevention of cancer. Mr. Conroy also currently serves on the board of directors of Epizyme, Inc. (Nasdaq: EPZM), a biopharmaceutical company, and of the Greater Madison Chamber of Commerce. Prior to joining Exact Sciences Corporation, Mr. Conroy served from 2005 as the President and Chief Executive Officer of Third Wave Technologies (formerly, Nasdaq: TWTI), a molecular diagnostics company, until its acquisition by Hologic, Inc. in 2008. Mr. Conroy joined Third Wave in July 2004 and served as general counsel until December 2005. Prior to joining Third Wave Technologies, Mr. Conroy was an intellectual property counsel at GE Healthcare. Before joining GE Healthcare, Mr. Conroy was chief operating officer of two early-stage venture-backed companies. Prior to those positions, Mr. Conroy was an intellectual property litigator at McDermott Will & Emery and Pattishall, McAuliffe, Newbury, Hilliard and Geraldson, where he was a partner. Mr. Conroy has also served as the Chairman of United Way of Dane County and on the boards of directors of Wisconsin Technology Council, BioForward Wisconsin, and Overture Center Foundation. Mr. Conroy graduated from the University of Michigan Law School with a JD and from Michigan State University with a BA in electrical engineering.
Dr. Todd Wider, 53
Director
Dr. Wider is a plastic and reconstructive surgeon, focusing on cancer surgery, with a hospital appointment with Mt. Sinai Hospital/St. Luke’s/Roosevelt Hospital in New York City. Dr. Wider also currently serves on the board of directors of Abeona Therapeutics, Inc. (Nasdaq: ABEO). Dr. Wider previously consulted with a number of entities in the biotechnology space. Dr. Wider is also a principal in Wider Film Projects, a documentary film company focusing on producing films with sociopolitical resonance. Dr. Wider graduated from Columbia College of Physicians and Surgeons with an MD and from Princeton University with a BA in history of art and architecture.
Dr. David Hung, 61
Director
Dr. Hung recently served as Chief Executive Officer of Axovant Biosciences Inc. from April 2017 until his resignation in February 2018. Prior to that, Dr. Hung was a co-founder of Medivation and served as President, Chief Executive Officer and director of its subsidiary, Medivation Neurology, Inc., from its inception in September 2003 until its acquisition by Medivation in December 2004, at which time he became President, Chief Executive Officer and director of Medivation. Dr. Hung served in those roles until Medivation was acquired by Pfizer, Inc. in September 2016. From 1998 to 2001, Dr. Hung served as Chief Scientific Officer (1998–1999) and as President, Chief Executive Officer and director (1999–2001) of Pro-Duct Health, Inc., a privately-held medical device company focused on breast cancer cytological diagnostics. From 1996 to 1998, Dr. Hung served in various senior positions at Chiron Corporation, including as Vice President of Lead Discovery and Development and Vice President of New Projects. Dr. Hung currently serves as a director of Establishment Labs Holdings Inc. (NASDAQ: ESTA), Novacure (NASDAQ: NVCR) and Auransa Inc., and as founder, President and CEO and director of RePharmation Inc., a private biopharmaceutical company. He previously served as a director of Opexa Therapeutics, Inc., a biopharmaceutical company, from May 2006 to October 2011. Dr. Hung received an MD from the University of California, San Francisco, School of Medicine, and an AB in Biology from Harvard College.