FS Development Corporation
PROPOSED BUSINESS COMBINATION: Gemini Therapeutics
ENTERPRISE VALUE: $265.6 million
ANTICIPATED SYMBOL: GMNI
Gemini Therapeutics, a clinical stage precision medicine company developing innovative treatments for genetically defined age-related macular degeneration (AMD), and FS Development Corp. (Nasdaq: FSDC), a special purpose acquisition company sponsored by Foresite Capital, today announced they have entered into a definitive merger agreement. Upon closing of the transaction, the company will be renamed “Gemini Therapeutics, Inc.” (Combined Company) and will be led by Jason Meyenburg, Chief Executive Officer of Gemini. The Combined Company’s common stock is expected to be listed on Nasdaq.
Proceeds from the transaction are expected to provide Gemini with the capital needed to further develop its clinical programs and preclinical portfolio, including the following programs:
- GEM103, Gemini’s lead product candidate for the treatment of dry AMD. GEM103 has entered a Phase 2a clinical study in patients with a complement Factor H mutation, which represents approximately 40% of the dry AMD population. Top line data are expected in the first half of 2021. Gemini believes GEM103 is capable of both regulating hyperactive complement activity and maintaining a healthy environment for the cellular architecture supporting retinal function in patients with complement dysreguluation. Gemini believes this differentiated approach allows GEM103 to more broadly address AMD pathology and to potentially treat both AMD and linked disorders through precision medicine;
- Further clinical programs in selected wet AMD populations with secondary macular atrophy; and
- Future programs to treat intermediate AMD through gene therapy and systemic diseases with genetically driven complement Factor H dysfunction.
Post-closing of the transaction, Mr. Meyenburg and Dr. Tananbaum will be joined by board members from Gemini to form the seven-person board of directors.
TRANSACTION SUMMARY
Current Gemini shareholders are converting 100% of their existing equity interests into common stock of the Combined Company. In addition to the approximately $121 million held in FSDC’s trust account (assuming no redemptions are effected), an additional group of premier healthcare investors has committed to participate in the transaction through a common stock PIPE of approximately $95 million at $10 per share.
The Combined Company is expected to receive gross proceeds of approximately $216 million at the closing of the transaction (assuming no redemptions are effected), which is expected by January 2021. The close of this transaction is subject to approval of FSDC’s shareholders and the satisfaction or waiver of certain other customary closing conditions.
NOTABLE CONDITIONS TO CLOSING
- There having been no material adverse effect to Gemini’s business
- Minimum cash equaling no less than $170 million
NOTABLE CONDITIONS TO TERMINATION
- The contract can be terminated by:
- FS Development or Gemini, if the Closing has not occurred by April 15, 2021, which date shall be automatically extended to May 15, 2021 if the U.S. Securities and Exchange Commission (the “SEC”) has not declared the proxy statement/prospectus effective on or prior to January 15, 2021
- FS Development or Gemini, in the event an applicable governmental, regulatory or administrative authority has issued a final and non-appealable order having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger
- FS Development or Gemini, in the event any applicable law is in effect making the consummation of the Merger illegal
- FS Development or Gemini, if the Company or Gemini, as applicable, has breached any of its respective representations, warranties, agreements or its respective covenants contained in the Merger Agreement, such failure or breach would render certain conditions precedents to the Closing incapable of being satisfied, and such breach or failure is not cured by the time allotted
PIPE
Investors in the $95 million PIPE at $10.00 share include lead investor Foresite Capital, an affiliate of FS Development Corp.’s sponsor, as well as Fidelity Management & Research Company LLC, Wellington Management, Boxer Capital of Tavistock Group, Alyeska Investment Group, L.P., Suvretta Capital Management, CVF, DAFNA Capital, and Acorn Bioventures, in addition to existing Gemini Therapeutics shareholders including Orbimed Healthcare Fund Management, Atlas Venture, Lightstone Ventures and Wu Capital.
ADVISORS
- Jefferies LLC and SVB Leerink acted as co-lead private placement agents for FS Development Corp.
- Jefferies LLC also acted as lead financial and capital markets advisor to FS Development Corp.
- White & Case LLP acted as legal counsel to FS Development Corp.
- Goldman Sachs & Co. LLC acted as lead financial advisor to Gemini in the transaction.
- Stifel acted as additional capital markets advisor to Gemini.
- Goodwin Procter LLP acted as legal counsel to Gemini.
FS DEVELOPMENT MANAGEMENT & BOARD
Executive Officers
Jim Tananbaum, 57
President, Chief Executive Officer & Director
Dr. Tananbaum is the chief executive officer of Foresite Capital, a U.S.-focused healthcare investment firm, which he founded in 2011. Prior to founding Foresite Capital, Dr. Tananbaum served as Co-Founder and Managing Director of Prospect Venture Partners L.P. II and III, healthcare venture partnerships, from 2000 to 2010. Dr. Tananbaum was also the Founder of GelTex, Inc. in 1991, an intestinal medicine pharmaceutical company acquired by Sanofi-Genzyme, and Theravance, Inc. in 1997 (now Theravance Biopharma, Inc., a diversified biopharmaceutical company focused on organ-selective medicines, and Innoviva, Inc., a respiratory-focused healthcare asset management company partnered with Glaxo Group Limited). Dr. Tananbaum received a B.S. and a B.S.E.E. from Yale University in Applied Math and Computer Science, and an M.D. and an M.B.A. from Harvard University.
Dennis Ryan, 65
Chief Financial Officer
Since 2011, Mr. Ryan has led the Operations Group at Foresite Capital as Chief Financial Officer and Managing Director. Mr. Ryan currently serves as Board President of Whistlestop, a non-profit providing transportation and nutrition services to seniors. He received a B.A. from University of California, Berkeley in Economics, and an M.B.A from the University of Santa Clara. Mr. Ryan is a licensed certified public accountant in California.
Michael Rome, 35
Vice President & Director
Dr. Rome serves as Managing Director at Foresite Capital, where he has held various roles since 2016. From September 2015 to July 2016, he was an Analyst at DAFNA Capital Management, a healthcare hedge fund, where he covered and formulated investment ideas for small/mid-cap biotech companies. Prior to joining DAFNA Capital Management, Dr. Rome worked in early-stage drug development as a Senior Scientist for Vault Pharma, an academic start-up out of the California NanoSystems Institute at UCLA from April 2014 to September 2015. In the past five years, Dr. Rome held a board observer role at Turning Point Therapeutics, Inc., a clinical-stage precision oncology company. Dr. Rome received a B.S. from UCLA in Molecular, Cell and Developmental Biology and a Ph.D. in Biochemistry from Caltech.
Board of Directors
Vikram Bajaj, 42
Director
Dr. Bajaj currently serves as a Managing Director at Foresite Capital, since September 2017 and Chief Executive Officer of Foresite Labs, a healthcare and data science incubator, since October 2019. He is also an Associate Professor of Radiology (Consulting) at the Stanford University School of Medicine, since 2014, and an Affiliate Scientist of the Lawrence Berkeley National Laboratory, since 2011. Prior to joining Foresite Capital, Dr. Bajaj was the Chief Scientific Officer of GRAIL, Inc., a life sciences company developing a multi-cancer early detection test, from September 2016 to September 2017. From April 2013 to September 2016, Dr. Bajaj was the Co-Founder and Chief Scientific Officer of Verily (formerly Google Life Sciences), a research organization devoted to the study of life sciences, and served as Chair of its Scientific Advisory Board from September 2016 to September 2017. He is currently on the advisory board of UC Berkeley, College of Chemistry. Dr. Bajaj holds a B.A./M.S. from University of Pennsylvania in Biochemistry and a Ph.D. from the Massachusetts Institute of Technology in Physical Chemistry.
Robert Carey, 62
Director
Mr. Carey served as Executive Vice President and Chief Business Officer for Horizon Therapeutics plc, a biopharmaceutical company, from March 2014 to October 2019. Prior to joining Horizon Therapeutics, he served as Managing Director and Head of the Healthcare Investment Banking Group at JMP Securities LLC, a full-service investment bank, from March 2003 to March 2014. Mr. Carey currently serves on the board of directors of Beyond Air, Inc. (formerly AIT Therapeutics, Inc.) and Sangamo Therapeutics, Inc. Mr. Carey holds a B.S. from the University of Notre Dame in Accounting.
Daniel Dubin, 55
Director
Dr. Dubin is the Vice Chairman and Head of Biopharma Investment Banking at SVB Leerink, an investment bank specializing in healthcare and life sciences, a role he has held since January 2006. He also sits on the SVB Leerink’s executive committee. Prior to joining SVB Leerink in 1999, Dr. Dubin co-founded MEDACorp, Inc., a provider of insights on the commercial potential of biotherapeutics and medical devices to healthcare companies and investors. Dr. Dubin holds a B.A. from Dartmouth College in Chemistry and an M.D. from Harvard Medical School.
Deepa Pakianathan, 55
Director
Since 2001, Dr. Pakianathan has served as a Managing Member at Delphi Ventures, a venture capital firm. She is also the Chief Executive Officer of Redd Pharmaceuticals, Inc., a pharmaceuticals company, since September 2019. She currently serves on the boards of directors of Calithera Biosciences, Inc., Karyopharm Therapeutics, Inc., Mereo Biopharma Group plc (formerly OncoMed Pharmaceuticals, Inc.) and Theravance Biopharma, Inc., and serves as the Executive Vice Chair and Treasurer on the Board of Trustees of the San Francisco Conservatory of Music. In the past five years, she also served on the board of directors of Alder Biopharmaceuticals, Inc. and Alexza Pharmaceuticals, Inc. Dr. Pakianathan holds a B.Sc. from the University of Bombay, India, an M.Sc. from The Cancer Research Institute at the University of Bombay, India and an M.S. and a Ph.D. from Wake Forest University. 16. He is a graduate of the Ecole d’Ingenieurs de Marseille and the Ecole Superieure d’Electricite de Paris.