Regeneron Pharmaceuticals, Inc. entered into a definitive agreement to acquire remaining unknown majority stake in Decibel Therapeutics, Inc..
The closing of the tender offer will be subject to certain conditions, including the tender of at least a majority of the outstanding shares of Decibel common stock and other customary closing conditions. Upon the successful completion of the tender offer, Regeneron will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the tender offer. The board of directors of Decibel unanimously approved the merger agreement. The board of directors of Regeneron have also approved the transaction. In connection with execution of the Merger Agreement, Regeneron entered into Tender and Support Agreements with each of (i) OrbiMed Private Investments VIII, LP, OrbiMed Partners Master Fund Limited and OrbiMed Genesis Master Fund, L.P., (ii) Third Rock Ventures III, L.P. and (iii) Laurence Reid, which collectively own approximately 35.7% of the outstanding shares of Common Stock of Decibel, to vote all of such Supporting Stockholder?s shares of Common Stock in favor of the Merger. The transaction is expected to close in the third quarter of 2023.
Andrew R. Brownstein and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Regeneron. Centerview Partners LLC and Leerink Partners LLC are serving as Decibel?s financial advisors and Stuart M. Falber, Joseph B. Conahan and Scott Lunin of Wilmer Cutler Pickering Hale and Dorr LLP serving as Decibel?s legal advisors. Centerview Partners LLC acted as fairness opinion provider to the board of directors of Decibel.