BridgeBio Pharma, Inc. (NasdaqGS:BBIO) entered into a definitive agreement to acquire remaining 36.3% stake in Eidos Therapeutics, Inc. (NasdaqGS:EIDX) for $1 billion on October 5, 2020. Eidos stockholders will have the right to receive in the transaction, at their election, either 1.85 shares of BridgeBio common stock or $73.26 in cash per Eidos share in the transaction, up to an aggregate maximum of $175 million of cash. Eidos stockholders who do not make an election will be deemed to have elected the all-stock consideration. KKR Genetic Disorder L.P. entered into Voting Agreement to support the transaction. At closing, Eidos stockholders will own between 16% and 18% of BridgeBio, depending on the amount of cash Eidos stockholders elect to receive. BridgeBio intends to fund the cash consideration with available cash on hand. Upon closing, Eidos will become a wholly owned subsidiary of BridgeBio and Eidos' common stock will cease trading independently on The Nasdaq Global Select Market. In the event of change in recommendation by Eidos, then Eidos will pay a termination fee of $35 million. In case of change in recommendation by BridgeBio, then BridgeBio will pay a termination fee of $100 million.

The directors and executive officers of BridgeBio prior to the mergers are expected to continue as directors and executive officers of BridgeBio after the mergers. The transaction is subject to the approvals of Eidos stockholders and BridgeBio stockholders, SEC shall have declared the Form S-4 effective, issued shared shall have been authorized for listing on NASDAQ as well as other customary closing conditions. The agreement was unanimously approved by BridgeBio's Board of Directors and was approved by Eidos' Board of Directors based upon the unanimous recommendation of a special committee of independent directors of Eidos. The transaction is not subject to a financing contingency. A special meeting of stockholders of BridgeBio and Eidos will be held on January 19, 2021. As of January 19, 2021, the stockholders of each of BridgeBio and Eidos voted to approve all proposals related to BridgeBio's acquisition of of Eidos common stock. The Form S-4 was declared effective on December 15, 2020. The transaction is expected to close in the first quarter of 2021. As per amended filing, The transaction is expected to close on or about January 26, 2021.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as financial advisors and Stephen F. Arcano and Thomas W. Greenberg, Steven Matays and Joseph Penko of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to BridgeBio. Centerview Partners LLC acted as financial advisor and fairness opinion provider for the special committee of Eidos' Board, and Mark Greene, Eric W. Hilfers, Sarah W. Colangelo, Lauren Angelilli, David J. Kappos, Matthew Morreale, Joyce Law, Laurel R. Berkowitz, Duncan H. Hardel and Aaron Gruber of Cravath, Swaine & Moore LLP acted as legal advisors to the special committee. Ali Satvat of KKR & Co. L.P., Investment Banking Arm acted as financial advisor to KKR Genetic Disorder L.P., managed by KKR & Co. Inc. (NYSE:KKR). Morrow & Co., LLC and Innisfree M&A Inc. acted as proxy solicitation agent for BridgeBio and Eidos respectively. American Stock Transfer & Trust Company, LLC acted as Transfer Agent for Eidos. Eidos will pay Innisfree, a base fee of approximately $25,000 plus reasonable out-of-pocket expenses. BridgeBio will pay Morrow Sodali, a fee which is not expected to exceed $18,000, excluding out-of-pocket expenses. In connection with Centerview's services as the financial advisor to the Eidos special committee, Eidos has agreed to pay Centerview an aggregate fee of approximately $29 million, $2,500,000 of which was payable upon the rendering of Centerview's opinion and the remainder of which is payable contingent upon the consummation of the transaction. Institutional Shareholder Services acted as proxy advisor in the transaction.

BridgeBio Pharma, Inc. (NasdaqGS:BBIO) completed the acquisition of remaining 36.3% stake in Eidos Therapeutics, Inc. (NasdaqGS:EIDX) on January 26, 2021. Upon the closing of the transaction, Eidos Therapeutics will operate as the subsidiary of BridgeBio and the shares of Eidos ceased trading on, and were delisted from, the Nasdaq.