Regeneron Pharmaceuticals, Inc. entered into a definitive agreement to acquire Checkmate Pharmaceuticals, Inc. 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.
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.