Eidos Therapeutics Special Committee Rejects Proposal from BridgeBio Pharma to Acquire Shares
September 12 2019 - 6:50PM
Business Wire
Advises Stockholders Take No Action at this
Time
Eidos Therapeutics, Inc. (Nasdaq:EIDX) (“Eidos”) announced today
that the Special Committee of its Board of Directors (the “Special
Committee”) unanimously rejected the non-binding proposal dated
August 8, 2019 (the “Proposal”) from BridgeBio Pharma, Inc., the
parent entity of the Company’s majority stockholder (“BridgeBio”),
to purchase all of the outstanding common stock of the Company not
already owned by BridgeBio for a fixed exchange ratio of 1.30
shares of BridgeBio common stock for each share of Eidos common
stock.
After a comprehensive review of the Proposal conducted in
consultation with its independent financial and legal advisors,
including a review of the business and prospects of each of Eidos
and BridgeBio, the Special Committee concluded that the Proposal is
inadequate and not in the best interests of Eidos’ minority
stockholders.
A copy of the letter sent by the Special Committee to BridgeBio
on September 12, 2019 in response to the Proposal is included as
Annex A to this news release.
Eidos stockholders are advised to take no action at this
time.
About Eidos Therapeutics, Inc.
Eidos Therapeutics, Inc. is a clinical stage biopharmaceutical
company focused on addressing the large and growing unmet need in
diseases caused by transthyretin (TTR) amyloidosis (ATTR). Eidos is
developing AG10, a potentially disease-modifying therapy for the
treatment of ATTR. For more information, please visit
www.eidostx.com. BridgeBio Pharma, Inc., through its wholly-owned
subsidiary, BridgeBio Pharma LLC, currently owns approximately
66.6% of the outstanding shares of common stock of Eidos.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements regarding the Proposal
that may be deemed to be “forward-looking statements” within the
meaning of applicable securities laws, and Eidos may make related
forward-looking statements on or following the date hereof.
Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual
results to differ materially from the results projected. Many of
these risks and uncertainties cannot be controlled by Eidos and
include the possibility that discussions with BridgeBio may not
result in a transaction and the possibility that any such proposed
transaction with BridgeBio may not be entered into or completed on
the terms described in the Proposal or at all, including as a
result of changes in the business or prospects of Eidos or
BridgeBio. As a result, undue reliance should not be placed on
these forward-looking statements. Any forward-looking statements in
this news release are made only as of the date of this news
release. Eidos does not assume any obligation to publicly update
any forward-looking statements except as required by law.
Annex A
Response Letter
September 12, 2019
Brian Stephenson Chief Financial Officer BridgeBio Pharma, Inc.
421 Kipling Street Palo Alto, CA 94301
Dear Mr. Stephenson,
I refer to your non-binding proposal dated August 8, 2019 (the
“Proposal”), proposing to acquire all of the outstanding shares of
common stock of Eidos Therapeutics, Inc. (“Eidos”) that are not
already owned by BridgeBio Pharma Inc. (“BridgeBio”) for a fixed
exchange ratio of 1.30 shares of BridgeBio common stock for each
share of Eidos common stock.
After a comprehensive review of the Proposal conducted in
consultation with its independent financial and legal advisors, the
Special Committee of the Board of Directors of Eidos (the “Special
Committee”) has unanimously concluded that the Proposal is
inadequate and not in the best interests of Eidos’ minority
stockholders.
The Special Committee believes that the proposed exchange ratio
significantly undervalues Eidos based on the intrinsic value of its
key assets and its prospects.
The Special Committee is committed to exploring all options for
maximizing stockholder value, and we would be open to evaluating
any potentially improved proposals.
Please note that the Special Committee is issuing a press
release announcing that it has rejected the Proposal.
On behalf of the Special Committee,
/s/ Rajeev Shah
Rajeev Shah Chairman of the Special Committee of the Board of
Directors Eidos Therapeutics, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190912005958/en/
Special Committee Contacts: Steve Frankel / Annabelle
Rinehart, Joele Frank, Wilkinson Brimmer Katcher, (212)
355-4449
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