Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris” or the
“Company”) today announced that its Board of Directors has declared
a special dividend in connection with the previously announced
merger (the “Merger”) with Tourmaline Bio,
Inc. (“Tourmaline”) pursuant to the Agreement and Plan of
Merger, dated June 22, 2023 (the “Merger Agreement”).
The special dividend, which the Company estimates will be
$1.5118 per share of Talaris common stock, will be payable in cash.
The exact amount of the special dividend will be calculated after
deducting certain cash amounts as set forth in the Merger
Agreement. The ex-dividend date in respect of such special cash
dividend will be before market open on October 20, 2023. As such,
only the stockholders of record as of October 16, 2023, record date
for the Special Dividend, that continue to hold their eligible
shares of Talaris until market open on October 20, 2023 will be
entitled to the dividend payment. The Special Dividend will not
exceed an amount equal to $67.5 million, net of the Aggregate Cash
Amount (as defined in the Merger Agreement).
Payment of the special dividend is conditioned upon the closing
of the Merger with Tourmaline, which remains subject to the
approval of Talaris’ stockholders and other closing conditions. The
special meeting of Talaris’ stockholders to consider and vote upon
the Merger is scheduled for October 17, 2023 with closing
expected to occur after market close on October 19, 2023, assuming
the transaction is approved by the Talaris stockholders and the
satisfaction or waiver of all conditions under the Merger
Agreement.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Talaris requests that each stockholder
of record as of September 7, 2023, complete, sign, date and return
a proxy card (online or by mail) as soon as possible to ensure that
the stockholder’s shares will be represented at the special
meeting. Stockholders who hold shares in “street name” (i.e., those
stockholders whose shares are held of record by a broker, bank or
other nominee) should contact their broker, bank or nominee to
ensure that their shares are voted.
If any Talaris stockholder did not receive the proxy statement,
such stockholder should (i) confirm his or her proxy
statement’s status with his or her broker or (ii) contact Mediant
Communications Inc. at engage@mediant.com or (888) 656-7251.
About Tourmaline Bio, Inc.
Tourmaline Bio is a late-stage clinical biotechnology company
driven by its mission to develop transformative medicines that
dramatically improve the lives of patients with life-altering
immune diseases. Tourmaline’s lead program, TOUR006, is
an anti-IL-6 antibody which
exhibits differentiated properties including high binding
affinity to IL-6 and a naturally long half-life. To date,
TOUR006 has been studied in over 400 autoimmune patients across six
clinical trials. Tourmaline plans to develop TOUR006 in thyroid eye
disease (TED) and atherosclerotic cardiovascular disease (ASCVD) as
its lead and secondary indications, respectively, with additional
indications under consideration.
About Talaris Therapeutics, Inc.
Talaris Therapeutics, Inc., prior to its review of strategic
alternatives, was a cell therapy company developing an innovative
method of allogeneic hematopoietic stem cell transplantation
(“allo-HSCT”), called Facilitated Allo-HSCT Therapy.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, express or implied statements regarding the structure, timing
and completion of the proposed Merger; the anticipated timing of
the closing of the Merger; the estimated price and anticipated
payment date of the special dividend; and other statements that are
not historical fact. All statements other than statements of
historical fact contained in this press release are forward-looking
statements. These forward-looking statements are made as of the
date they were first issued, and were based on the then-current
expectations, estimates, forecasts, and projections, as well as the
beliefs and assumptions of management. There can be no assurance
that future developments affecting Talaris, Tourmaline or the
proposed transaction will be those that have been anticipated.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Talaris’ control. Talaris’ actual results could differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited to
(i) the risk that the conditions to the closing of the proposed
Merger are not satisfied, including the failure to timely obtain
shareholder approval for the transaction, if at all; (ii)
uncertainties as to the timing of the consummation of the proposed
Merger and the ability of each of Talaris and Tourmaline to
consummate the proposed Merger; (iii) risks related to Talaris’
ability to manage its operating expenses and its expenses
associated with the proposed Merger pending closing; (iv) risks
related to the failure or delay in obtaining required approvals
from any governmental or quasi-governmental entity necessary to
consummate the proposed Merger; (v) the risk that as a result of
adjustments to the exchange ratio, Talaris shareholders and
Tourmaline stockholders could own more or less of the combined
company than is currently anticipated; (vi) risks related to the
market price of Talaris’ common stock relative to the value
suggested by the exchange ratio; (vii) unexpected costs, charges or
expenses resulting from the transaction; (viii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed Merger; (ix) the
uncertainties associated with Tourmaline’s platform technologies,
as well as risks associated with the clinical development and
regulatory approval of product candidates, including potential
delays in the commencement, enrollment and completion of clinical
trials; (x) risks related to the inability of the combined company
to obtain sufficient additional capital to continue to advance its
product candidates and its preclinical programs; (xi) uncertainties
in obtaining successful clinical results for product candidates of
the combined company and unexpected costs that may result
therefrom; (xii) risks related to the failure to realize any value
from product candidates and preclinical programs being developed
and anticipated to be developed by the combined company in light of
inherent risks and difficulties involved in successfully bringing
product candidates to market; (xiii) risks associated with the
possible failure to realize certain anticipated benefits of the
proposed Merger, including with respect to future financial and
operating results; (xiv) risks associated with Talaris’ financial
close process; (xv) the risk that the pre-closing financing is not
consummated; and (xvi) the risk that Talaris shareholders receive
more or less of the cash dividend than is currently anticipated,
among others. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties. These and
other risks and uncertainties are more fully described in periodic
filings with the SEC, including the factors described in the
section titled “Risk Factors” in Talaris’ Annual Report on Form
10-K for the year ended December 31, 2022 filed with the SEC, and
in other filings that Talaris makes and will make with the SEC in
connection with the proposed Merger, including the Proxy Statement
described below under “Additional Information and Where to Find
It.” You should not place undue reliance on these forward-looking
statements, which are made only as of the date hereof or as of the
dates indicated in the forward-looking statements. Talaris
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statements are based. This press release does not
purport to summarize all of the conditions, risks and other
attributes of an investment in Talaris or Tourmaline.
Participants in the Solicitation
This press release relates to the proposed merger transaction
involving Talaris and Tourmaline and may be deemed to be
solicitation material in respect of the proposed merger
transaction. In connection with the proposed merger transaction,
Talaris has filed relevant materials with the SEC, including a
registration statement on Form S-4 (the “Form S-4”) that contains a
proxy statement (the “Proxy Statement”) and prospectus. This press
release is not a substitute for the Form S-4, the Proxy Statement
or for any other document that Talaris may file with the SEC and or
send to Talaris’ shareholders in connection with the proposed
merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF TALARIS ARE URGED TO READ THE FORM S-4, THE
PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TALARIS, THE PROPOSED MERGER
TRANSACTION AND RELATED MATTERS.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor a solicitation
of any vote or approval with respect to the proposed transaction or
otherwise. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the U S.
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Additional Information and Where to Find It
Investors and security holders may obtain free copies of the
Form S-4, the Proxy Statement and other documents filed by Talaris
with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed by Talaris with
the SEC are also available free of charge on Talaris’ website at
www.talaristx.com, or by contacting Talaris’ Investor Relations at
investors@talaristx.com. Talaris, Tourmaline, and their respective
directors and certain of their executive officers may be considered
participants in the solicitation of proxies from Talaris’
shareholders with respect to the proposed merger transaction under
the rules of the SEC. Information about the directors and executive
officers of Talaris is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2022, which was filed with the SEC
on March 31, 2023, and in subsequent documents filed with the SEC.
Additional information regarding the persons who may be deemed
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are also included in the Form S-4, the Proxy Statement and other
relevant materials to be filed with the SEC when they become
available. You may obtain free copies of this document as described
above.
For Talaris:
Investor ContactChris BrinzeyICR
Westwickechris.brinzey@westwicke.com(339) 970-2843
For Tourmaline:
Lee M. SternMeru Advisorslstern@meruadvisors.com
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