Ultragenyx Pharmaceutical has made a proposal to acquire all of the outstanding shares of common stock of Dimension Therapeutics for $5.50 per share, or approximately $138m, in cash at close to be effectuated via a tender offer.
The Ultragenyx offer represents a premium of over 358% to Dimension's unaffected share price as of August 24, 2017 and premiums of 24% and 48% over the implied value of the all-stock consideration to be received by Dimension stockholders pursuant to the announced acquisition of Dimension by REGENXBIO Inc. (traded on NASDAQ under RGNX) ("REGENXBIO"), based on REGENXBIO's last closing price and trailing 20-trading day volume-weighted average price as of September 15, 2017, respectively.
As such, the proposal would provide Dimension stockholders with an immediate and certain return on their investment in Dimension and constitutes a superior alternative to the REGENXBIO transaction.
The proposal has been approved by the Board of Directors of Ultragenyx. Ultragenyx would fund the transaction from cash resources on its balance sheet and anticipates that customary closing conditions to the transaction could be satisfied so that the tender offer could complete as soon as 25 business days after merger agreement signing.
"This transaction provides a compelling opportunity to create value by leveraging Ultragenyx's advanced clinical and regulatory expertise, as well as its rare metabolic disease commercial infrastructure to advance Dimension's rare disease focused gene therapies and bring much needed new treatments to market," said Emil D. Kakkis, M.D., Ph.D., Chief Executive Officer and President of Ultragenyx.
"Based on my own experience as a scientific advisor to Dimension, I have the greatest respect for the deep expertise and knowledge of Dimension's employees in AAV gene therapy and manufacturing. We share Dimension's vision for bringing transformational new therapies to patients with rare genetic diseases and believe that bringing our two companies together would accelerate the process of bringing important new therapies to market for patients."
Dr. Kakkis continued, "Our all-cash offer provides meaningfully greater value and certainty to Dimension shareholders compared to the proposed all-stock acquisition by REGENXBIO. We believe Ultragenyx and its product candidates are highly complementary to Dimension's and present no competitive overlap, giving us confidence that we could combine our two companies quickly and seamlessly."
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.