The Column Group, LLC completed the acquisition of 74% stake in NGM Biopharmaceuticals, Inc. from other group of shareholders.
April 04, 2024
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The Column Group, LLC entered into a definitive Agreement to acquire 74% stake in NGM Biopharmaceuticals, Inc. (NasdaqGS:NGM) from other group of shareholders for approximately $130 million on February 25, 2024. NGM Bio stockholders to receive $1.55 per share in cash, an 80% premium over the closing share price on the last trading day prior to disclosure of receipt from The Column Group of a non-binding expression of interest in purchasing shares in a going-private transaction. The price per share corresponds to a total equity value of $135 million on a fully diluted basis and represents an 80% premium over the last trading day closing price. Based upon the recommendation of the Special Committee, with the assistance of its legal and financial advisors, the Board determined that the acquisition by Purchaser is in the best interests of the Unaffiliated Stockholders, and approved the Merger Agreement. The Column Group commenced the offer on March 8, 2024. The offer will expire on April 4, 2024. NGM Bio anticipates that the offer and the merger contemplated under the Merger Agreement will be consummated in the second quarter of 2024. Austin Pollet and Luke Jennings, Andrea Wahlquist Brown and Sasha Belinkie and Christopher Gonnella, Jonathan Ashtor, Matthew Jordan, Steven Herzog and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to The Column Group, LLC and Keith Flaum of Hogan Lovells US LLP acted as legal advisor to NGM Biopharmaceuticals. Guggenheim Securities, LLC acted as financial advisor to NGM Bio.
The Column Group, LLC completed the acquisition of 74% stake in NGM Biopharmaceuticals, Inc. (NasdaqGS:NGM) from other group of shareholders on April 5, 2024. The tender offer and related withdrawal rights expired at one minute after 11:59 p.m. Eastern Time on April 4, 2024. As of the expiration date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived. Immediately after the expiration date, The Column Group irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares. Prior to the opening of trading on The Nasdaq Stock Market LLC on April 5, 2024, all shares of NGM Bio common stock ceased trading on Nasdaq, and NGM Bio intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended. Equiniti Trust Company acted as depository bank to
NGM Biopharmaceuticals, Inc. is a biopharmaceutical company. The Company's biology-driven and therapeutic area agnostic discovery engine has produced a diverse pipeline of product candidates spanning oncology, liver and metabolic disease and retinal disease. Its pipeline candidates include NGM707: ILT2/ILT4 Dual Antagonist Antibody for the Potential Treatment of Solid Tumors, Including microsatellite stable colorectal cancer patients; Aldafermin: Engineered Analog of Human Hormone FGF19 for the Potential Treatment of primary sclerosing cholangitis, and NGM120: glial cell-derived neurotrophic factor receptor alpha-like Antagonist for the Potential Treatment of Hyperemesis Gravidarum. It is conducting an open-label Phase 1/2 clinical trial evaluating NGM707 as a monotherapy and in combination with pembrolizumab for the treatment of patients with advanced or metastatic solid tumors. Its programs, NGM438 and NGM831, are being studied in a Phase 1/2 trial in combination with pembrolizumab.
NGM BIOPHARMACEUTICALS, INC. 
