Adaptimmune Therapeutics plc (NasdaqGS:ADAP) entered into a definitive agreement to acquire TCR2 Therapeutics Inc. (NasdaqGS:TCRR) from a group of shareholders for approximately $110 million on March 5, 2023. As per the terms of the all-stock transaction, TCR2 stockholders will receive 1.5117 Adaptimmune ADS for each TCR2 share. Following the closing of the transaction, Adaptimmune shareholders will own approximately 75% of the combined company and TCR2 stockholders will own approximately 25% of the combined company. As a result, TCR 2 and all entities within the TCR 2 group, became wholly owned by Adaptimmune. Subject to shareholder approval and the subsequent closing of the transaction, the combined company is expected to continue to trade on the Nasdaq Stock Market under the symbol ?ADAP?. Adaptimmune or TCR 2 is e required to pay a termination fee equal to $2.4 million. The combined company has a team of leading cell therapy experts led by Adrian Rawcliffe, the Chief Executive Officer of Adaptimmune. The Board of Directors, composed of three members from TCR2 and six continuing from Adaptimmune, is expected to be: David Mott (Chair); Andrew Allen, Lawrence Alleva, Ali Behbahani, John Furey, Priti Hegde, Garry Menzel, Adrian Rawcliffe, and Elliott Sigal, (who will step down on November 1, 2023 when Kristen Hege, M.D. joins the Board of Directors).

The merger agreement was unanimously approved by the boards of directors of both companies. The transaction is subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders, Adaptimmune?s Registration Statement on Form S-4 having been declared effective, the Adaptimmune ADSs issuable to TCR 2 stockholders having been authorized for listing on Nasdaq, satisfaction of certain regulatory clearances and satisfaction or waiver of other closing conditions. Shareholders of TCR and Adaptimmune approved the transaction on May 30, 2023. The deal is expected to close in the second quarter of 2023.

Cowen and Company, LLC is serving as financial advisor and fairness opinion provider to Adaptimmune and Jackie Cohen, Aileen Kim, David McIntosh, Melissa Rones, David Saltzman, Brenda Coleman, Renata Ferrari, Joshua Oyster, Ruchit Patel, Mike McFalls, John Newton, Michael Mendelevich, Deidre Johnson and Emerson Siegle of Ropes & Gray LLP is serving as legal counsel to Adaptimmune. Piper Sandler is serving as financial advisor to TCR2 and Mitchell S. Bloom, Robert Masella, Andrew H. Goodman, Stephanie Richards, Sarah M. Bock, Jennifer Merrigan Fay, Daniel S. Karelitz, Katie Leah, Arman Oruc, Sarah Jordan, Eram Khan, Elliot Silver, Simone Waterbury, Alexander Varond, Matt Wetzel, Jennifer Burns Luz, Caroline H. Bullerjahn, Jacqueline Klosek, Brian H. Mukherjee, Amy S. Josselyn, Kristina Bieker, Noelle C. Dubiansky, Andrew Harrow, Nathan J. Brodeur and Tevia K. Pollard of Goodwin Procter LLP is serving as legal counsel to TCR2. David S. Bakst of Mayer Brown LLP acted as legal advisor to Adaptimmune. Goodwin Procter LLP acted as due diligence provider to TCR2. Computershare Investor Services PLC acted as registrar to Adaptimmune. Citibank, N.A. acted as depositary bank for Adaptimmune. TCR2 has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies. TCR2 estimates that it will pay Innisfree a fee not to exceed $0.1 million. Adaptimmune has engaged Morrow Sodali to assist in the solicitation of proxies. Adaptimmune estimates that it will pay Morrow Sodali LLC a fee not to exceed $15,000. Cowen will receive from Adaptimmune an aggregate fee of $2 million, of which a portion was payable in connection with Cowen?s opinion and $1.25 million is payable contingent upon consummation of the merger. Piper Sandler will receive a fee of $2 million from TCR2, which is contingent upon the consummation of the merger, except for $0.75 million of such fee which has been earned by Piper Sandler for rendering its fairness opinion, which is creditable against the total fee. O'Melveny & Myers LLP acted as a financial advisor to Piper Sandler.

Adaptimmune Therapeutics plc (NasdaqGS:ADAP) completed the acquisition of TCR2 Therapeutics Inc. (NasdaqGS:TCRR) from a group of shareholders on June 1, 2023.