AVROBIO, Inc. entered into an agreement to acquire Tectonic Therapeutic, Inc.
January 29, 2024
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AVROBIO, Inc. (NasdaqGS:AVRO) entered into an agreement to acquire Tectonic Therapeutic, Inc. January 30, 2024. Subject to the terms and conditions of the merger agreement, at the closing of the merger, (a) each then-outstanding share of Tectonic common stock will be converted into the right to receive a number of shares of AVRO common stock calculated in accordance with the merger agreement exchange ratio. Under the terms of the agreement, AVROBIO will acquire 100% of the outstanding equity interests of Tectonic. Upon completion of the merger, the combined company is expected to operate under the name Tectonic Therapeutic, Inc. and trade on Nasdaq under the ticker symbol ?TECX.? Upon completion of the merger, pre-Merger AVROBIO shareholders are expected to own approximately 22.3% of the combined company and pre-Merger Tectonic shareholders are expected to own approximately 40.2% of the combined company. Following the closing of the merger, the combined company will be led by Reicin and other members of the Tectonic management team. AVROBIO will be renamed Tectonic Therapeutic, Inc. and the corporate headquarters will be located in Watertown, Mass. The merger agreement provides that post-merger, one board member from AVROBIO will join the Board of Directors of the combined company. The agreement contains certain termination rights of each of AVRO and Tectonic. Upon termination of the agreement under specified circumstances, AVRO may be required to pay Tectonic a termination fee of $2.7125 million and/or reimburse Tectonic?s expenses up to a maximum of $0.65 million, and Tectonic may be required to pay AVRO a termination fee of $4.9 million.
The merger has been approved by the Board of Directors of both companies, subject to customary closing conditions, including the approvals by the shareholders of each company, issue shares of AVRO common stock issuable in connection with the merger under the rules of The Nasdaq Stock Market LLC, Lock-Up agreement, the effectiveness of the Registration Statement, AVRO?s net cash not being less than $50 million, the closing of the private placement financing and other customary closing conditions. and is expected to close in the second quarter of 2024.
Mitch Bloom, Rob Masella, James Ding and Adam Johnson of Goodwin Procter acted as legal advisor to AVROBIO. Miguel Vega, Marc Recht and Michael Rohr of Cooley acted as legal advisor to Tectonic Therapeutic.
AVROBIO, Inc. is a gene therapy company. The Company is focused on developing potentially curative hematopoietic stem cells (HSC) gene therapies to treat patients with rare diseases following a single dose treatment regimen. The gene therapies that the Company is engaged in developing employ HSCs that are harvested from the patient and then modified with a lentiviral vector to insert the equivalent of a functional copy of the gene that is mutated in the target disease. The Company's development focus has been on a group of rare genetic diseases referred to as lysosomal disorders, primarily managed with enzyme replacement therapies (ERTs). Its pipeline is comprised of three HSC gene therapy programs, which include AVR-RD-02 for the treatment of Gaucher disease type 1 and type 3; AVR-RD-03 for the treatment of Pompe disease, and AVR-RD-01 for the treatment of Fabry disease.
AVROBIO, INC. 
