Item 8.01 Other Events
Catalyst Biosciences, Inc. ("Catalyst") hereby provides information regarding
events leading up to the sale of assets to Vertex Pharmaceuticals Incorporated
("Vertex") May 19, 2022 (the "Transaction") as previously disclosed on May 23,
2022.
The Background of the Transaction
The Transaction and its terms were the result of a competitive process and
negotiations between representatives of Catalyst and Vertex. In particular:
On February 17, 2022, Catalyst announced that it had engaged Perella Weinberg
Partners ("PWP"), a leading global independent advisory firm, as a financial
advisor to assist Catalyst in exploring strategic alternatives.
Between February 17, 2022, and early April 2022, PWP and Catalyst reviewed
Catalyst's strategic alternatives, including licensing, sale of assets, and M&A
transactions, and engaged with various potential counterparties. This engagement
included outreach to approximately 75 potentially interested parties, the
execution of confidentiality agreements with 15 parties, due diligence conducted
by 14 parties, process letters sent to 13 parties, two offers received by the
initial April 7, 2022 deadline for non-binding indications of interest,
including an offer from Vertex, and one subsequent verbal offer received.
While PWP and Catalyst were considering Catalyst's strategic alternatives,
Catalyst announced on March 15, 2022, that it had regained full rights to CB
2782-PEG, a C3-degrader for the treatment of dry AMD (dAMD). Under the terms of
the agreement, Biogen International GmbH returned the rights for further
development of CB 2782-PEG and ended the collaboration on other potential AMD
treatments.
Pursuant to the process letter sent by PWP to parties that expressed an interest
in purchasing the complement assets and other strategic transactions,
non-binding indications of interests were due by April 7, 2022. Catalyst
received two preliminary, non-binding indications of interest, one from Vertex
and one from another potential buyer that offered an initial upfront payment
plus contingent milestone payments based on product development and regulatory
approvals. Catalyst's Board of Directors reviewed these proposals with PWP and
Catalyst management and discussed negotiating strategies and plans. The Board
determined that the offer received from Vertex was superior to the offer
received from the other potential buyer based on various factors, including the
contingent nature of the other party's milestone payments compared to the Vertex
bid which offered more cash up front.
On April 12, 2022, a final round process letter was sent to Vertex, requesting a
final proposal and markup of the Asset Purchase Agreement by April 28, 2022.
On April 13, 2022, PWP sent Catalyst's initial draft of the Asset Purchase
Agreement (the "Draft APA") to Vertex.
On April 13, 2022, Catalyst engaged the law firm Potter Anderson & Corroon LLP
to advise on Delaware law matters with respect to the potential sale of the
complement assets, including whether such transaction would require approval of
the company's stockholders under Delaware law.
On April 25, 2022, Catalyst received a preliminary, non-binding indication of
interest from a third potential buyer of the complement assets, on terms that
the Board of Directors determined were inferior to Vertex's proposal.
--------------------------------------------------------------------------------
Between April 12, 2022 and April 28, 2022, Vertex continued its diligence on
Catalyst's complement assets.
On April 28, 2022, Vertex provided a final indication of interest for the
acquisition of 100% of the complement assets along with comments and proposed
edits to the Draft APA, proposing a $60 million purchase price, without
milestones, consisting of a $55 million upfront cash payment at signing and a
$5 million holdback payable upon the completion of certain obligations.
Between April 29, 2022 and May 19, 2022, Catalyst and Vertex negotiated the
Draft APA, and Vertex continued and completed its diligence of the complement
assets. During this period, Potter Anderson & Corroon engaged with the company
and PWP in analysis of the proposed transaction and the value of the assets to
be retained by Catalyst following the sale of the complement assets.
On May 12, 2022, the Board received the opinion of Potter Anderson & Corroon LLP
that a vote of the Catalyst stockholders to approve the Transaction was not
required under Delaware law.
Also on May 12, 2022, the Board of Directors of Catalyst discussed the offers
received and unanimously resolved to approve the Transaction. Among the factors
considered by the Catalyst Board were the consideration offered by Vertex, the
amount and duration of the consideration holdback, the superiority of the terms
offered by Vertex compared to other offers received following the extensive
review of strategic alternatives and sale process, the fact that the Vertex
proposal provided for a simultaneous signing and closing of the Transaction
which was viewed favorably by the Catalyst Board and the certainty of closing
the asset sale.
On May 19, 2022, Catalyst and Vertex signed the Asset Purchase Agreement and
closed the Transaction.
On May 23, 2022, Catalyst announced that it had signed the Asset Purchase
Agreement with Vertex and closed the Transaction as well as the material terms
of the Transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1§ Asset Purchase Agreement dated as of May 19, 2022 by and between
Catalyst Biosciences, Inc. and Vertex Pharmaceuticals Incorporated.
104 Cover Page Interactive Data File (formatted as Inline XBRL document).
§ Portions of this exhibit (indicated by "[***]") have been redacted in
accordance with Regulation S-K Item 601(b)(10)(iv).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CATALYST BIOSCIENCES 