Tango Therapeutics, Inc. signed a letter of intent to acquire BCTG Acquisition Corp. (NasdaqCM:BCTG) from Boxer Capital LLC and others for approximately $620 million in a reverse merger transaction on February 24, 2021. Tango Therapeutics, Inc. entered into an agreement to acquire BCTG Acquisition Corp. (NasdaqCM:BCTG) from Boxer Capital LLC and others in a reverse merger transaction on April 13, 2021. Under the Merger Agreement, BCTG has agreed to acquire all of the outstanding shares of Tango common stock in aggregate consideration, comprising 55,000,000 shares of BCTG common stock. Current Tango shareholders are converting 100% of their existing equity interests into common stock of the Combined Company. It is anticipated that, upon completion of the Business Combination, BCTGs public stockholders (other than the PIPE Financing investors) will retain an ownership interest of approximately 17.7% in the Combined Entity, the PIPE Financing investors will own approximately 19.6% of the Combined Entity (such that public stockholders, including PIPE Financing investors, will own approximately 37.3% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 4.8% in the Combined Entity and the Tango Equityholders will own approximately 57.9% of the outstanding Common Stock of the Combined Entity. BCTG agreed to issue and sell, in a private placement to close immediately prior to the closing of the Business Combination, an aggregate of 18,610,000 shares of BCTG common stock for $10.00 per share for $186.1 million. The proceeds from the PIPE Financing will be used to pay certain fees and expenses in connection with the Business Combination. Investors in the PIPE include lead investor and SPAC sponsor Boxer Capital, as well as Avoro Capital Advisors, Bain Capital Life Sciences, funds and accounts managed by Blackrock, EcoR1 Capital, Farallon Capital, Fidelity Management & Research Company LLC, Foresite Capital, Janus Henderson Investors, Logos Capital, RA Capital Management, Samsara BioCapital, Southpoint Capital, Surveyor Capital and Woodline Partners LP, in addition to existing Tango Therapeutics shareholders including Casdin Capital, Cormorant Asset Management and Gilead Sciences. With the consummation of the Business Combination, BCTG will be renamed Tango Therapeutics, Inc. Tango Therapeutics, Inc. common stock is expected to be listed on Nasdaq under the ticker symbol TNGX. The Merger Agreement may be terminated by either BCTG or Tango if the closing has not occurred by September 30, 2021, subject to certain exceptions. Immediately following the closing, BCTGs board of directors will consist of nine directors, consisting of Barbara Weber as President, Chief Executive Officer and Director, Daniella Beckman as Chief Financial Officer, Alan Huang as Chief Scientific Officer, Reid Huber, Alexis Borisy, Malte Peters, Aaron Davis, Mace Rothenberg and Lesley Calhoun as Directors. At the closing, all of the executive officers of BCTG shall resign and the individuals serving as executive officers of BCTG immediately after the closing will be the same individuals (in the same offices) as those of Tango immediately prior to the closing. The Combined Entity headquarters will be located at 100 Binney Street, Unit 700, Cambridge, MA 02142.
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, BCTGs 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 BCTGs 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 BCTGs 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. BCTGs shareholders approved the transaction on August 9, 2021. The transaction was previously approved by Tango Therapeutics shareholders.