Rocket Pharmaceuticals, Inc. (NasdaqGM:RCKT) entered into a definitive agreement to acquire Renovacor, Inc. (NYSEAM:RCOR) from RTW Investments, LP, Chardan Investments 2, LLC and others for $46.7 million on September 19, 2022. Under the terms of the transaction, Renovacor shareholders will receive approximately 0.1676 shares of Rocket in exchange for each of their shares in Renovacor and are expected to own approximately 4.6% percent of Rocket equity on a fully diluted basis immediately following the closing of the transaction. The exchange ratio implies an equity deal value of approximately $53 million based on fully diluted shares outstanding and the acceleration and vesting of all earnout shares, or $2.60 per share of Renovacor. The exchange ratio is subject to adjustment based on Renovacor net cash at closing. Rocket shall pay a termination fee of $1.74 million to Renovacor and Renovacor shall pay a termination fee of $1.74 million to Rocket. RTW Investments, LP, a significant shareholder of both Rocket and Renovacor, has entered into a voting agreement with Renovacor, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreement. The deal is subject to approval by Renovacor and Rocket shareholders, receipt of any required customary regulatory approvals, the required approvals by RocketÆs and RenovacorÆs stockholders, the Rocket Shares to be issued in the First Merger being approved for listing on Nasdaq as of the closing, the Registration Statement having become effective, the waiting period under the HSR Act shall have expired or been terminated and the satisfaction of other customary closing conditions. The boards of directors of both companies have unanimously approved the transaction, which is currently expected to close by the first quarter of 2023. SVB Securities is serving as exclusive financial advisor with a service fee of $1.05 million and fairness opinion provider advisor with a service fee of $0.75 million and John T. Haggerty, William D. Collins and Sarah Ashfaq of Goodwin Procter LLP is serving as legal counsel to Rocket. Wells Fargo Securities is serving as exclusive financial advisor and fairness opinion provider and Rachael Bushey, Joan C. Arnold, James E. Earle, Barbara T. Sicalides and Jennifer Porter of Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to Renovacor. Continental Stock Transfer & Trust Company acted as transfer agent to Rocket. Kingsdale Shareholder Services, U.S. LLC acted as information agent with a service fee of $12,500 to Renovacor.
Rocket Pharmaceuticals, Inc. (NasdaqGM:RCKT) completed the acquisition of Renovacor, Inc. (NYSEAM:RCOR) from RTW Investments, LP, Chardan Investments 2, LLC and others for $66.3 million on December 1, 2022. As per revised deal terms, Renovacor shareholders received 0.1763 shares of Rocket in exchange for each of their shares in Renovacor.