Ultragenyx Comments on Dimension Therapeutics’ Announcement that Ultragenyx’s Offer is a “Superior Proposal”
02 10월 2017 - 10:22PM
Ultragenyx Pharmaceutical Inc. (NASDAQ:RARE) (“Ultragenyx” or the
“Company”), a biopharmaceutical company focused on the development
of novel products for rare and ultra-rare diseases, today commented
on the determination by the Dimension Therapeutics, Inc.
(NASDAQ:DMTX) (“Dimension”) Board of Directors that Ultragenyx’s
most recent offer to acquire Dimension for $6.00 per share is a
“Superior Proposal” as defined in its merger agreement with
REGENXBIO Inc. (traded on NASDAQ under RGNX), and that REGENXBIO
has subsequently waived its option to negotiate a possible
amendment of its merger agreement to match or exceed the Ultragenyx
offer. The Company noted:
We are pleased that the Dimension Board of Directors has
determined that our all-cash offer to acquire Dimension for $6.00
per share is a Superior Proposal. We look forward to
completing this transaction as quickly as possible for the benefit
of both Dimension’s and Ultragenyx’s stockholders.
We believe that Ultragenyx’s scientific, clinical, regulatory,
and commercial skills will help Dimension’s talented team
accelerate the process of bringing important new therapies to
market for patients with rare genetic diseases. We believe
Ultragenyx and our product candidates are highly complementary to
Dimension’s, giving us confidence that we could combine our two
companies quickly and seamlessly.
Ultragenyx has offered to acquire all of the outstanding shares
of common stock of Dimension for $6.00 per share, or approximately
$151 million in cash based on currently outstanding shares, to be
effectuated via a tender offer. Ultragenyx has sufficient cash
resources to fund this transaction with cash currently on its
balance sheet, and the offer is not subject to any financing
condition.
Centerview Partners LLC is serving as financial advisor to
Ultragenyx, and Skadden, Arps, Slate, Meagher & Flom LLP is
serving as Ultragenyx’s legal advisor.
About Ultragenyx Pharmaceutical Inc.Ultragenyx
is a biopharmaceutical company committed to bringing to market
novel products for the treatment of rare and ultra-rare diseases,
with a focus on serious, debilitating genetic diseases. The Company
has rapidly built and advanced a diverse portfolio of product
candidates with the potential to address diseases for which the
unmet medical need is high, the biology for treatment is clear, and
for which there are no approved therapies.
The Company is led by a management team experienced in the
development and commercialization of rare disease therapeutics.
Ultragenyx’s strategy is predicated upon time and cost-efficient
drug development, with the goal of delivering safe and effective
therapies to patients with the utmost urgency.
For more information on Ultragenyx, please visit the Company’s
website at www.ultragenyx.com.
Forward Looking Statements / Additional
Information
Except for the historical information contained
herein, the matters set forth in this communication, including
statements of anticipated changes in the business environment in
which Ultragenyx operates and in Ultragenyx’s future prospects or
results, statements relating to Ultragenyx’s intentions, plans,
hopes, beliefs, anticipations, expectations or predictions of its
future, or statements relating to Ultragenyx’s offer and the
potential benefits of a transaction with Dimension, are
forward-looking statements. Such forward-looking statements involve
substantial risks and uncertainties that could cause our clinical
development programs, future results, performance or achievements
to differ significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the uncertainties inherent in the clinical drug
development process, such as the regulatory approval process, the
timing of our regulatory filings and other matters that could
affect sufficiency of existing cash, cash equivalents and
short-term investments to fund operations and the availability or
commercial potential of our drug candidates. There is no assurance
that the potential transaction will be consummated, and it is
important to note that actual results could differ materially from
those projected in such forward-looking statements. Ultragenyx
undertakes no obligation to update or revise any forward-looking
statements. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to the business of Ultragenyx in general, see Ultragenyx's
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission (the “SEC”) on July 28, 2017, and its
subsequent periodic reports filed with the SEC.
The tender offer referred to in this
communication (an “Offer”) has not yet commenced. Accordingly, this
communication is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to
sell any shares of Dimension common stock or any other securities.
On the commencement date of any Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related materials, will be filed with the SEC by
Ultragenyx and a wholly owned subsidiary. The offer to
purchase shares of Dimension common stock will only be made
pursuant to the offer to purchase, letter of transmittal and
related materials filed with the SEC by Ultragenyx as part of its
Schedule TO. Investors and security holders are urged to read both
the tender offer statement and any solicitation/recommendation
statement filed by Dimension regarding the Offer, as they may be
amended from time to time, when they become available, because they
will contain important information about the Offer, including its
terms and conditions, and should be read carefully before any
decision is made with respect to the Offer. Investors and security
holders may obtain free copies of these statements (when available)
and other materials filed with the SEC at the website maintained by
the SEC at www.sec.gov, or by directing requests for such materials
to the information agent for the Offer, which will be named in the
tender offer statement.
ContactsInvestor Relations:Ryan
Martins415-483-8257
Media Relations:Joele Frank, Wilkinson Brimmer KatcherTim Lynch
/ Trevor Gibbons / Leigh Parrish 212-355-4449
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