Regeneron Pharmaceuticals, Inc. (NasdaqGS:REGN) entered into a definitive agreement to acquire Checkmate Pharmaceuticals, Inc. (NasdaqGM:CMPI) from Decheng Capital China Life Sciences USD Fund III, L.P., a fund managed by Decheng Capital LLC, Arthur Krieg and others for approximately $250 million on April 18, 2022. As per the terms of the transaction, Regeneron shall acquire all outstanding shares of Checkmate at an all-cash price of $10.50 per share. The Offer will initially remain open for 20 business days, subject to extension under certain circumstances. Upon the successful completion of the tender offer, Regeneron will acquire all shares not acquired in the tender through a second-step merger. Checkmate Pharmaceuticals shall be delisted from NASDAQ post deal completion. Checkmate shall pay a termination fee of $8.75 million to Regeneron, equivalent to 3.5%. Regeneron currently has, and will have, available to them, through a variety of sources, including cash on hand, funds necessary for the payment of the aggregate Offer Price and the aggregate Merger Consideration (as defined below) and to satisfy all of their payment obligations under the Merger Agreement and resulting from the transactions contemplated thereby. Regeneron has not entered into any financing commitment in connection with the Merger Agreement or the transactions contemplated thereby.

The closing of the tender offer will be subject to certain conditions, including the tender of at least one more share than 50% of the outstanding shares of Checkmate common stock, approval by the shareholders of Checkmate Pharmaceuticals, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The Offer is not subject to a financing condition. The transaction was unanimously by the Board of Directors of Checkmate Pharmaceuticals and approved by the Board of Directors of Regeneron Pharmaceuticals. On May 10, 2022, the waiting period applicable to the Offer under the HSR Act expired. On May 2, 2022, Regeneron commenced the Offer and Checkmate filed the Schedule 14D-9. The tender offer will close on May 27, 2022. As of May 4, 2022, the transaction is expected to close in mid-2022.

Andrew R. Brownstein, Victor Goldfeld and John L. Robinson of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Regeneron Pharmaceuticals. Centerview Partners is acting as Checkmate's financial advisor and fairness opinion provider while Stuart M. Cable, Mitchell S. Bloom, Robert Masella, Ben Marsh, Arman Oruc, Simone Waterbury, Kirby Lewis, Elliot Silver, Carl Metzger, Brian Mukherjee, Sarah Bock, Monica Patel, Jennifer Fay, Julie Tibbets, Roger A. Cohen, Dan Karelitz, Olivia D. Uitto, Deborah Birnbach, Nathan Brodeur, Jacqueline Klosek, Jacob R. Osborn and Andrew H. Goodman of Goodwin Procter LLP is serving as legal advisors. Roy Tannenbaum and Philip Richter of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to Centerview Partners LLC. Regeneron has retained Innisfree M&A Incorporated to be the Information Agent and Broadridge Corporate Issuer Solutions, Inc. to be the Depository in connection with the Offer. In connection with Centerview's services as a financial advisor to Checkmate, Checkmate has agreed to pay Centerview an aggregate fee of, approximately, $6.25 million, $1 million of which was payable upon the rendering of Centerview's opinion and $5.25 million of which is payable contingent upon consummation of the Transactions. In addition, Checkmate has agreed to reimburse certain of Centerview's expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview's engagement. Centerview Partners has been engaged formally on February 10, 2022 by Checkmate Pharmaceuticals to provide its services on the offer.