Shopping Cart

Frazier Lifesciences Acquisition Corporation

Frazier Lifesciences Acquisition Corporation

Nov 20, 2020 by Matt Cianci

PROPOSED BUSINESS COMBINATION: NewAmsterdam Pharma Holding B.V.

ENTERPRISE VALUE: $326 million
ANTICIPATED SYMBOL: NAMS

Frazier Lifesciences Acquisition Corporation proposes to combine with NewAmsterdam Pharma Holding B.V., a late clinical-stage company focused on the research and development of transformative oral therapies for major cardiometabolic diseases.

  • NewAmsterdam Pharma is a private clinical-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where traditional therapies have not been sufficiently successful or well-tolerated.
  • NewAmsterdam is investigating obicetrapib, a next-generation oral, low-dose and once-daily CETP inhibitor, as the preferred LDL-C-lowering therapy for high-risk cardiovascular disease (“CVD”) patients.
  • Results from NewAmsterdam’s ROSE Phase 2b trial (presented at AHA Scientific Sessions in 2021) included observations that patients receiving obicetrapib 10mg experienced reduced LDL-C by 51% versus baseline in patients on statin therapy (vs. a 7% reduction in the placebo arm).
  • Based in the Netherlands, the Company was founded in 2019 by the venture capital firm Forbion and John Kastelein, Chief Scientific Officer of the Company, and closed a $196 million (€160 million) Series A financing in January 2021 led by Forbion, Morningside Ventures and Ascendant BioCapital.
  • In June 2022, the Company entered into an exclusive licensing agreement with the Menarini Group for the commercialization of obicetrapib in Europe, while retaining all rights to commercialize obicetrapib, if approved, in the rest of the world, as well as rights to develop certain forms of obicetrapib for other diseases such as Alzheimer’s disease.

TRANSACTION

  • The closing of the business combination would bring NewAmsterdam’s total pro forma cash balance to at least $470 million, in addition to a total enterprise value of $326 million.
  • Current Company shareholders are converting 100% of their existing equity interests into ordinary shares of NewAmsterdam.
  • In addition to the funds held in FLAC’s trust account following any redemptions, an additional group of premier healthcare investors has committed to participate in the transaction through an oversubscribed and upsized PIPE of approximately $234.6 million at $10.00 per share.
  • The Merger is expected to be completed in the second half of 2022.

amsterdam pharma

PIPE

  • A group of premier healthcare investors has committed to participate in the transaction through an oversubscribed and upsized PIPE of approximately $234.6 million at $10.00 per share.
  • The PIPE was co-led by Frazier Healthcare Partners and Bain Capital Life Sciences and includes new investors RA Capital Management, GMT Capital, Medicxi, Panacea Venture, and other institutional investors, in addition to existing NewAmsterdam shareholders Forbion, LSP Dementia Fund, and Morningside Ventures.

LOCK-UP

Company Lock-Up:

  • At the closing of the Business Combination, certain NewAmsterdam Pharma shareholders will agree not to sell Holdco Shares such persons receive in connection with the Business Combination for six months from the final closing date of the Business Combination.
  • Notwithstanding the foregoing, the restrictions above will end on the earlier the date that the closing price of a Holdco Share equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period commencing at least 150 days after the final closing date of the Business Combination.

Sponsor Lock-Up:

  • At the closing of the Business Combination, certain NewAmsterdam Pharma shareholders will agree not to sell Holdco Shares such persons receive in connection with the Business Combination for 12 months from the final closing date of the Business Combination.
  • Notwithstanding the foregoing, the restrictions above will end on the earlier the date that the closing price of a Holdco Share equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period commencing at least 150 days after the final closing date of the Business Combination.

EARNOUT

  • Following the Merger, upon the achievement of a certain clinical development milestone, Holdco will issue to the Participating Shareholders and option holders, as of the date of the Business Combination Agreement and who are at the time of achievement of such milestone still providing services to Holdco or its subsidiaries:
    • 1,886,137 additional Holdco Shares (the “Earnout Shares”), which in the case of the Participating Optionholders will take the form of awards of restricted stock under Holdco’s long-term incentive plan.
  • The development milestone consists of achievement and public announcement of Positive Phase 3 Data for each of NewAmsterdam Pharma’s BROADWAY clinical trial and BROOKLYN clinical trial at any time during the period beginning on the closing commencement date and ending on the date that is five years after the final closing date of the events contemplated to occur at the closing of the Transactions (the “Earnout Period”).
  • As a result, no Earnout Shares will be issuable if the applicable milestone is not achieved within five years of the Merger.

NOTABLE CONDITIONS TO CLOSING

  • The amount of cash available in FLAC’s trust account after giving effect to any redemptions by FLAC’s shareholders is equal to or greater than $250,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • If the Business Combination is not consummated on or prior to December 11, 2022, except that if the registration statement to be filed by Holdco is not declared effective by November 1, 2022, such right to terminate the Business Combination Agreement can only be exercised if the Business Combination has not been consummated on or prior to February 9, 2023.

ADVISORS

  • Credit Suisse Securities (USA) LLC is acting as lead PIPE placement agent, financial advisor, and capital markets advisor to FLAC.
  • Jefferies LLC is also acting as PIPE placement agents to FLAC and is acting as financial advisor and capital markets advisor to FLAC.
  • SVB Securities LLC is also acting as PIPE placement agents to FLAC and is acting as financial advisor and capital markets advisor to the Company.
  • William Blair & Company, L.L.C. is also acting as PIPE placement agents to FLAC and is acting as financial advisor and capital markets advisor to FLAC.
  • Moelis & Co. is also acting as financial advisor to the Company.
  • Covington & Burling LLP is acting as legal counsel to the Company.
  • Goodwin Procter LLP is acting as legal counsel to FLAC.
  • Kirkland & Ellis LLP is acting as legal counsel to the PIPE placement agents.

MANAGEMENT & BOARD

Executive Officers

James N. Topper, M.D., Ph.D., 58
Chief Executive Officer and Chairman

Mr. Topper currently serves as a Managing Partner of Frazier Life Sciences. He joined Frazier in 2003 and opened Frazier’s Menlo Park office in the same year. Throughout his 15 years as a Managing Partner, Mr. Topper has invested across over 35 companies encompassing a broad spectrum of life science and biopharmaceutical companies. Mr. Topper has led and served as a board member for many of Frazier’s successful life sciences investments, including Acerta Pharma BV (sold to AstraZeneca), Calistoga Pharmaceuticals (co-founder, sold to Gilead Sciences), Mavupharma (sold to AbbVie), Rempex (sold to The Medicines Company), Incline (co-founder, sold to The Medicines Company), Alnara (sold to Lilly), Portola (co-founder, NASDAQ: PTLA), CoTherix (sold to Actelion), and Threshold (NASDAQ: THLD). He currently represents Frazier on the boards of Allena Pharmaceuticals (NASDAQ: ALNA), Alpine Immune Sciences (NASDAQ: ALPN), Amunix Pharmaceuticals, AnaptysBio (NASDAQ: ANAB), Lassen Therapeutics, and Phathom Pharmaceuticals (NASDAQ: PHAT). In 2011 and 2016, Mr. Topper was named to the Midas List of leading venture capitalists, and in 2013, Mr. Topper was recognized by Forbes as a top ten healthcare investor. Prior to joining Frazier, Mr. Topper was the head of cardiovascular R&D at Millennium Pharmaceuticals and ran Millennium San Francisco (formerly COR Therapeutics). Before the merger of COR and Millennium, he served as the Vice President of Biology at COR and was responsible for all research activities. He served on the medical school faculties at Stanford and Harvard Medical School prior to joining COR. Mr. Topper received his M.D. and Ph.D. in Biophysics from Stanford and his B.S. from the University of Michigan. He completed his postgraduate training in Internal Medicine and Cardiovascular Disease at the Brigham and Women’s Hospital in Boston. He has authored over 50 publications and was the recipient of a Howard Hughes Scholars Award while on the faculty at Stanford. He is also a board observer for Alcresta Therapeutics and Sojournix.

David Topper, 63
Chief Financial Officer and Director

Mr. Topper has served as Senior Advisor for Capital Markets at Frazier since March 2020. Since February 2020, Mr. Topper has also served as Senior Managing Director at CircleUp, where he is also an investor and board observer. Mr. Topper currently serves as a member of the board of directors of Amherst Pierpont Securities and previously served as a member of the board of directors of Engility Corp., TASC, Affinion Group and MeteoGroup. From 2012 to 2019, Mr. Topper was an Operating Partner at General Atlantic, providing capital markets expertise to portfolio companies. Prior to General Atlantic, Mr. Topper was Co-Head of Equity Capital Markets at J.P. Morgan, where he led many of the firm’s major advisory and capital-raising transactions and worked with the U.S. Treasury and other regulatory agencies on crisis-related issues. He also served as Chairman of the Commitments Committee at J.P. Morgan. Prior to J.P. Morgan, Mr. Topper spent 22 years at Morgan Stanley, where he served as Co-Head of U.S. Equity Capital Markets, Managing Director, and Chairman of the Equity Commitment Committee. Earlier in his career, he held several other senior management positions in Morgan Stanley’s Debt Capital Markets, Leveraged Finance, and Mergers & Acquisitions departments. David received his B.A. from Duke University and his M.B.A. from Stanford Graduate School of Business.

Gordon Empey, 52
Vice President and General Counsel

Mr. Empey joined the Frazier Life Sciences team in 2017, where he currently serves as a Partner and General Counsel. He has over 20 years of experience as counsel to venture capital investors and life sciences companies. Prior to joining Frazier Life Sciences, Mr. Empey was a partner with Cooley LLP, one of the premier biotechnology and technology law firms, until June 2017. In his legal practice at Cooley, Mr. Empey focused on emerging growth companies, corporate securities and mergers & acquisitions, and worked closely with Frazier Life Sciences on several investments and company creation efforts. Mr. Empey also advised numerous other life sciences venture capital firms and companies on structuring investments and corporate matters. Before joining Cooley, Mr. Empey was Executive Vice President and General Counsel at Radiant Research from May 2004 to August 2007, when it was sold to Covance and Swiss Biosciences. Earlier in his career, Mr. Empey served as an officer in the United States Navy, Judge Advocate General Corps. Mr. Empey received his J.D. from the University of California at Berkeley, Boalt Hall, and his B.A. from Colgate University.

Max M. Nowicki, M.D., 31
Vice President, Acquisitions

Mr. Nowicki joined Frazier as an associate in 2019, with a focus on identifying and evaluating new investment opportunities in the life sciences sector. Prior to joining Frazier, Mr. Nowicki founded and managed King Tide Capital Management, an investment fund focused on public biotech investments, from February 2018 to July 2019. Prior to King Tide Capital, Mr. Nowicki was a senior business analyst at Zymergen, a synthetic biology company, from March 2017 to February 2018. Prior to that, Mr. Nowicki was an investment banking analyst in the healthcare mergers & acquisitions group at Evercore Partners, focusing on biotech and medtech companies. Mr. Nowicki received his M.D. from the Weill Cornell Medical College of Cornell University, where he was awarded the Siegel Family Student Prize, and his B.A. in physics and biochemistry from Bowdoin College.

 

Board of Directors

Robert F. Baltera, 55
Director

Mr. Baltera has served as President and Chief Executive Officer and on the board of directors of Cirius Pharmaceuticals since March 2017. Mr. Baltera joined Frazier as an Entrepreneur in Residence in January 2016, where he co-founded Hawkeye Therapeutics, Inc., a search company focused on in-licensing and developing high-quality assets from pharmaceutical companies. Mr. Baltera has also served as the Executive Chairman of Mavupharma, Inc. since March 2017. From February 2015 until December 2015, Mr. Baltera served as Chief Executive Officer and a member of the board of directors of Laguna Pharmaceuticals, Inc., a biotechnology company. Mr. Baltera was the Chief Executive Officer of Amira Pharmaceuticals, Inc., a pharmaceutical development company, a position he held from July 2007 through September 2011, when Amira was sold to Bristol-Myers Squibb. Prior to Amira, Mr. Baltera held a number of senior management positions at Amgen (NASDAQ: AMGN) over 17 years, most recently serving as Vice President of Corporate and Contract Manufacturing. Mr. Baltera served on the board of directors of Organovo Holdings, Inc. (NASDAQ: ONVO) from October 2009 to August 2019, and served as Lead Independent Director from June 2014 through August 2016. Mr. Baltera previously served on the board of directors of Xencor, Inc. (NASDAQ: XNCR), a biotechnology development company. He currently serves on the board of directors of Imago BioSciences, Inc., Panmira Pharmaceuticals, LLC and the San Diego Venture Group. He is also a Business Advisory Panel member of PBS Biotech Inc.. Mr. Baltera received his M.B.A. from the Anderson School at the University of California, Los Angeles, and an M.S. in genetics and a B.S. in microbiology from The Pennsylvania State University. Mr. Baltera attended the Director Education and Certification program at the University of California, Los Angeles.

Michael F. Bigham, 63
Director

Mr. Bigham has served as the Executive Chairman of the board of directors of Paratek Pharmaceuticals, Inc. (NASDAQ: PRTK) since June 2019. Prior to that, he was Chief Executive Officer and Chairman of the board of directors of Paratek from October 2014. Mr. Bigham has more than 25 years of senior leadership experience in the biopharmaceutical industry. From January 2003 to November 2015, he was a General Partner at Abingworth LLP, a leading international investment group dedicated to life sciences and healthcare. From November 2015 to December 2018, he served as part-time Executive Partner at the firm. He currently serves as a member of the board of directors of Adamas Pharmaceuticals (NASDAQ: ADMS). He has previously served on the board of directors of Inmediata, where he was also Chairman, and Avila Therapeutics, where he was also the founding Chairman and Chief Executive Officer. He has also previously served on the board of directors of Magellan Biosciences, Portola Pharmaceuticals, Supernus Pharmaceuticals (NASDAQ: SUPN), Avedro and Valeritas. He was formerly Vice Chairman of Corixa Corporation, a then-public biotechnology company, and was President and Chief Executive of Coulter Pharmaceuticals, a then-public oncology company, until it merged into Corixa. Previously, he was an early employee at Gilead Sciences (NASDAQ: GILD), where he served in various capacities, including Executive Vice President of Operations and Chief Financial Officer. Before joining Gilead Sciences, he was a Partner at Hambrecht & Quist, where he became Co-Head of Healthcare Investment Banking. Mr. Bigham received his B.S. from the University of Virginia and qualified as a C.P.A. before completing his M.B.A. at Stanford University.

Carol G. Gallagher, Pharm.D., 56
Director

Dr. Gallagher has served as a Venture Partner at New Enterprise Associates since 2014. Dr. Gallagher has over nine years of experience as a director in public and private companies and over 30 years of experience in biopharmaceutical companies. Dr. Gallagher is currently a director of Atara Biotherapeutics (NASDAQ: ATRA), where she has served since January 2013, and Chairman of the board of directors of Millendo Therapeutics (NASDAQ: MLND), where she has served since February 2013. She also serves as a director at Metacrine (NASDAQ: MTCR), PIONYR Immunotherapeutics, Annexon (NASDAQ: ANNX), Qpex BioPharma, Recludix, TRex Bio, Turning Point Therapeutics (NASDAQ: TPTX) and Chromacode. She previously served as a director at Aragon Pharmaceuticals, Seragon Pharmaceuticals, AnaptysBio (NASDAQ: ANAB) and eFFECTOR Therapeutics. From 2008 to 2011, Dr. Gallagher was the President and Chief Executive Officer of Calistoga Pharmaceuticals, which developed the first-in-class cancer therapeutic, CAL-101, and was acquired by Gilead Sciences in 2011. CAL-101 was approved as ZYDELIG in the US and Europe in 2014. Earlier in her career, she held commercial and drug development roles within Eli Lilly (NYSE: LLY), Amgen (NASDAQ: AMGN), Agouron, Pfizer (NYSE: PFE) and Biogen (NASDAQ: BIIB). She studied chemistry at Vanderbilt University and then attained her B.S. and Doctor of Pharmacy degrees from the College of Pharmacy at the University of Kentucky.

Krishna R. Polu, M.D., 47
Director

Mr. Polu has served as the Executive Vice President R&D of Equillium, Inc. (NASDAQ: EQ) since August 2018, and Chief Medical Officer since January 2020. Mr. Polu also serves as a member of the board of directors of Goldilocks Therapeutics, where he previously served as a strategic advisor from February 2018 to January 2020. Prior to that, Mr. Polu was an Entrepreneur in Residence at Frazier from February 2017 to August 2018, where he founded Expedition Therapeutics, a search company focused on identifying and in-licensing assets in the kidney and autoimmune therapeutic areas. During this time, he also served as interim Chief Executive Officer of Scout Bio, a company focused on the discovery and development of gene therapies for companion animals. From January 2015 to December 2016, Mr. Polu served as Chief Medical Officer at Raptor Pharmaceuticals, a then-public company focused on rare diseases, until its acquisition by Horizon Pharmaceuticals for $800 million. In that role, he oversaw clinical development, regulatory affairs, pharmacovigilance and medical affairs, and was responsible for securing additional drug approvals for Procysbi in nephropathic cystinosis, supporting product launches for Quinsair in cystic fibrosis, and advancing the pipeline in other rare diseases including Huntington’s disease, cystic fibrosis, bronchiectasis and nontuberculous mycobacteria. Prior to Raptor, Mr. Polu served as Chief Medical Officer at CytomX Therapeutics (NASDAQ: CTMX) and directed preclinical development and translational research efforts for the Probody platform in oncology and helped secure a number of Pharma partnerships. Prior to CytomX, he led clinical development and pharmacovigilance activities at Affymax, a then-public biopharmaceutical company, where he was instrumental in securing FDA approval of peginesatide for the treatment of anemia in patients on dialysis. Mr. Polu also held senior level positions in clinical development at Amgen (NASDAQ: AMGN) and was responsible for leading clinical development programs in heart failure, anemia of chronic kidney disease, and diabetes. Mr. Polu currently serves as an advisor to Trestle Biotherapeutics, Medikine, and Mineralys Therapeutics. Mr. Polu is also the co-founder of Lassen Therapeutics, where he also serves as an advisor. Mr. Polu received his B.A. in Human Biology from Stanford University and his M.D. from the University of Texas Health Science Center, San Antonio. He completed his residency in internal medicine at the University of Colorado followed by a clinical and research fellowship in nephrology at Harvard Medical School at the Brigham and Women’s Hospital and Massachusetts General Hospital. Mr. Polu has co-authored several scientific and clinical publications in the areas of genetics and renal disease.

 

ByMatt Cianci