Tango Therapeutics, Inc. completed the acquisition of BCTG Acquisition Corp. from Boxer Capital LLC and others in a reverse merger transaction.
The transaction is subject to applicable stockholder approval, the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or terminated, BCTG's initial listing application in connection with the Transactions (as defined in the Merger Agreement) shall have been approved by The Nasdaq Capital Market, certain Tango stockholders shall have delivered a lock-up agreement, BCTG shall have at least $5,000,001 of net tangible assets immediately following the closing, BCTG shall have proceeds at the closing of the Business Combination, comprised of amounts held in trust and amounts raised pursuant to the Subscription Agreements, net of any amount required to satisfy the redemptions and net of BCTG's expenses of at least $300 million, all consents, approvals and actions of, filings with and notices to any governmental authority required to consummate the Business Combination shall have been made or obtained; certain Tango stockholders shall have entered into the BCTG Amended and Restated Registration Rights agreement and The Company Preferred Stock Conversion shall have been consummated and the satisfaction or waiver of certain other customary closing conditions. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Incentive Plan Proposals are preconditions to the consummation of the Business Combination. BCTG Board believes unanimously recommends that BCTG stockholders vote FOR the Proposals. The Merger Agreement was unanimously approved by all of BCTG's Directors. The transaction is expected in the third quarter of 2021.
Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to BCTG. Mitchell S. Bloom, William D. Collins, Daniel Espinoza, Catherine McCarty, Ioana Davies, Janet Andolina, Kyle Pine and Laurie A. Burlingame of Goodwin Procter LLP acted as legal advisors to Tango Therapeutics, Inc. Goldman Sachs & Co. LLC and SVB Leerink acted as financial advisors for BCTG Acquisition Corp. Barclays acted as capital market and financial advisor to Tango. Wedbush PacGrow also acted as financial advisor to Tango. Continental Stock Transfer & Trust Company acted as transfer agent to BCTG Acquisition Corp. Canaccord Genuity is acting as financial advisor and fairness opinion provider to BCTG for a fee of $250,000 payable upon delivery of its opinion and $250,000 contingent upon the successful completion of the Business Combination. August Renshaw and Mike Hostetler of Wilson Sonsini Goodrich & Rosati advises BCTG Acquisition Corp. as patent counsel. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to BCTG Acquisition Corp. Morrow & Co., LLC acted as proxy solicitor to BCTG Acquisition. BCTG has agreed to pay Morrow Sodali LLC a fee of $30,000, plus disbursements.
Tango Therapeutics, Inc. completed the acquisition of BCTG Acquisition Corp. (NasdaqCM:BCTG) from Boxer Capital LLC and others in a reverse merger transaction on August 10, 2021. Tango Therapeutics, Inc., the resulting combined company, will commence trading on the Nasdaq Capital Market under the symbol TNGX on August 11, 2021. Tango Therapeutics' management team will continue to be led by Barbara Weber, MD, President and Chief Executive Officer. BCTG's shareholders approved the transaction on August 9, 2021. The transaction was previously approved by Tango Therapeutics' shareholders.