Solid Biosciences Inc. completed the acquisition of AavantiBio, Inc. from a group of shareholders for $11.6 million.
December 02, 2022
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Solid Biosciences Inc. (NasdaqGS:SLDB) executed the non-binding letter of intent to acquire AavantiBio, Inc. from a group of shareholders on August 19, 2022. Solid Biosciences Inc. entered into a definitive agreement to acquire AavantiBio, Inc. from a group of shareholders on September 29, 2022. As per the terms of the transaction, AavantiBio shall receive $1,000 in cash plus a number of shares of our common stock equal to (a) 15% of outstanding shares of our common stock as of immediately following the closing of the acquisition, less (b) a number of shares of Solid Biosciences' common stock equal to (i) the amount by which the aggregate amount of closing indebtedness exceeds $3 million, divided by (ii) the VWAP of Solid Biosciences' common stock over the five consecutive trading day period ending two (2) full trading days prior to the closing date of the acquisition. Pre-combination equity holders of Solid are expected to own approximately 85% of the combined company and pre-combination equity holders of AavantiBio are expected to own approximately 15% of the combined company. The combined company will operate as Solid Biosciences, will trade on Nasdaq under the ticker symbol SLDB. In support of the acquisition, Solid announced it has entered into a securities purchase agreement with a select group of institutional investors and accredited investors for a $75 million private placement that is expected to close concurrently with the closing of the deal. Immediately following the closing of the merger and financing, the total cash and investments of the combined company is expected to be approximately $215 million. Upon closing, Bo Cumbo, the current Chief Executive Officer of AavantiBio, will assume the role of President and Chief Executive Officer of Solid Biosciences and Adam Koppel, Managing Director of Bain Capital Life Sciences, will join the board of directors of the company. Solid Biosciences shall pay a AavantiBio a termination fee of $0.31 million. The Solid board established a special transaction committee of independent and disinterested directors, composed of Robert Huffines, Lynne Sullivan, Georgia Keresty and Clare Khan with Huffines serving as chair.
The deal is subject to the approval by Solid shareholders, Solid Biosciences shall have filed with Nasdaq a Listing of Additional Shares notice form for the listing of the Shares and customary closing conditions. The merger agreement has been unanimously approved by the Board of Directors of each company, and by the stockholders of AavantiBio. The special meeting of Solid stockholders to be held on December 1, 2022. Solid Biosciences announced the Stockholder approval of Acquisition of AavantiBio. The deal and private placement are expected to close in the fourth quarter of 2022. The net proceeds of the sale of the shares hereunder shall be used by Solid Biosciences for working capital and general corporate purposes.
BofA Securities acted as the sole placement agent for the private placement made to institutional investors. Christopher D. Barnstable-Brown and Caroline Dotolo of Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to Solid Biosciences. Asher M. Rubin and John H. Butler of Sidley Austin LLP is acting as legal counsel to AavantiBio.
Solid Biosciences Inc. (NasdaqGS:SLDB) completed the acquisition of AavantiBio, Inc. from a group of shareholders for $11.6 million on December 2, 2022. At the closing of the Acquisition, Solid Biosciences issued an aggregate of (i) $1,000 and (ii) 1,354,258 shares of its common stock, par value $0.001 per share (the common stock) to AavantiBio equityholders (the Stock Consideration). AavantiBio reported total assets of $42.7 million, total liabilities of $10.4 million, net assets of $32.3 million, operating loss of $35.6 million, net loss of $36.6 million and cash and cash equivalents of $39.878 million for the year ended December 31, 2021. Solid Biosciences also assumed $10.974 million of liabilities of AavantiBio.
Solid Biosciences Inc. is a life sciences company developing precision genetic medicines for neuromuscular and cardiac diseases. The Company is focused on advancing a portfolio of gene therapy candidates including SGT-003 for the treatment of Duchenne muscular dystrophy, SGT-501 for the treatment of catecholaminergic polymorphic ventricular tachycardia, AVB-401 for the treatment of BAG3-mediated dilated cardiomyopathy, and additional assets for the treatment of fatal cardiac diseases. The Company also has two cardiac pipeline gene transfer programs, SGT-601 for TNNT2 DCM and SGT-701 for RBM20 DCM, that are both in early preclinical development. It also has a neuromuscular gene transfer program for the treatment of Friedreich's ataxia. In addition to its gene transfer candidates, the Company has development programs focusing on platform technologies, including novel capsid libraries and dual gene expression, a technology that allows it to package multiple transgenes into one capsid.