Jounce drops Redx deal in favour of Concentra takeover bid

2023-03-27

并购免疫疗法临床2期IPO

Jounce Therapeutics said Monday it has accepted a sweetened offer from one of its largest shareholders, Concentra Biosciences, and scrapped plans to combine with Redx Pharma. Concentra, which is controlled by Tang Capital Partners, agreed to acquire Jounce shares it does not already own for $1.85 apiece in cash, along with contingent value rights (CVRs) tied to proceeds from any license or disposition of some of its legacy programmes.

The purchase price represents a nearly 23% premium to Jounce's closing price last Friday, and a roughly 75% premium to its closing price on March 14, a day before Jounce disclosed an initial bid of $1.80 a share from Concentra, which already owns a 10.2% stake in the clinical-stage immunotherapy company.

Last month, Jounce slashed about 57% of its workforce in an effort to streamline operations and conserve cash, saying it would not be able to develop its lead asset, the ICOS agonist vopratelimab ICOS agonist vopratelimab, and another experimental drug dubbed JTX-8064 without external investment. At the end of last year, Jounce had also elected to take a $67-million payment from Gilead Sciences, forgoing potential milestones of over $600 million related to the experimental anti-CCR8 monoclonal antibody GS-1811, to extend its cash runway.

This past February, Jounce announced that it would combine with Redx via an all-share merger valuing the combined company at $425 million, but those plans were thrown into doubt after Concentra offered to buy the company. Jounce said its board has now withdrawn support for the proposed all-stock merger with Redx that would have left Jounce shareholders owning 37% of the combined company.

Jounce staff cut by 84%

Concentra will begin a tender offer by April 7 to acquire all outstanding shares of Jounce for $1.85 in cash per share plus a non-tradeable CVR representing the right to receive 80% of net proceeds from any license or disposition of Jounce's programmes effected within two years of closing. The acquisition is expected to become final in the second quarter.

Jounce said it also plans to eliminate 84% of its workforce over the next month, with its remaining staff focused on completing the sale of the company and maximising the value of the CVR, as well as working to ensure that patients in the Phase II SELECT and INNATE trials have the opportunity to continue receiving therapy with vopratelimab and JTX-8064, respectively. The studies are testing the drugs as monotherapy and in combination with Jounce's PD-1 inhibitor PD-1 inhibitor pimivalimab. Jounce's immunotherapy pipeline also has two preclinical programmes, JTX-1484 and JTX-2134.

Workforce reductions under the Redx deal would have affected about 57% of Jounce's staff. In a statement, Redx Chair Jane Griffiths said that "whilst the offer for Redx has not formally lapsed under the UK Takeover Code, the board will consider all options available to it in line with our strategy."

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