PFE - Talaris to merge with Tourmaline Bio in all-stock deal

2023-06-22 07:55:31 ET

Cell therapy company Talaris Therapeutics ( NASDAQ: TALS ) and privately-owned Tourmaline Bio announced an agreement on Thursday to combine in an all-stock transaction expected to close in Q4 2023.

Per the terms, Tourmaline stockholders will receive shares of Talaris ( TALS ) common stock after the completion of the merger.

The combined company, led by Tourmaline's leadership team, will operate under the name "Tourmaline Bio" and trade under the ticker symbol "TRML" on the Nasdaq.

The merged entity is expected to focus on Tourmaline's lead program, TOUR006, licensed from Pfizer ( PFE ).

An anti-IL-6 antibody TOUR006 is set to undergo mid-stage studies for thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD) in Q3 2023 and 2024, respectively.

After the deal's closure, Tourmaline stockholders are entitled to own ~79% of the combined company, while Talaris ( TALS ) shareholders will own the rest.

In connection with the merger, a group of institutional investors has agreed to support the transaction providing Tourmaline with a $75M private placement.

Talaris ( TALS ) shareholders are also set to receive a cash dividend of up to ~$65M before the transaction completes. Talaris ( TALS ) shares are currently on hold for trading.

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