LogicBio acquisition to build on current collaborations
and advancements in genomic medicine
LEXINGTON, Mass., Oct. 3, 2022 /PRNewswire/
-- LogicBio® Therapeutics, Inc. (NASDAQ: LOGC), a pioneering
clinical-stage genomic medicine company, today announced that it
has entered into a definitive agreement under which AstraZeneca
Rare Disease will acquire LogicBio. The proposed acquisition brings
LogicBio's unique technology, experienced rare disease R&D
team, and expertise in pre-clinical development to support
Alexion's growth in genomic medicines.
Fred Chereau, President and Chief
Executive Officer, LogicBio, said: "We are excited about
the opportunity to bring our science and expertise in genetic medicine
to Alexion, which shares our commitment to
discovering treatments for rare conditions and improving the lives
of patients. Through this acquisition, we strive to accelerate our
research in gene editing and AAV capsid development and together
move the field of genomic medicine forward."
LogicBio has developed technology platforms for the delivery and
insertion of genes to address genetic diseases, as well as a
platform designed to improve viral vector manufacturing processes.
These platforms, coupled
with LogicBio's highly experienced team and Alexion's
advancements with
AstraZeneca, will drive future
scientific possibilities and next generation medicines to treat rare
genetic diseases.
"The proposed
acquisition of LogicBio is a significant development for our growing research
in genomic medicine," said Marc
Dunoyer, Chief Executive Officer, Alexion, AstraZeneca Rare
Disease. "LogicBio's people, experience and platforms provide new
scientific capabilities by adding best-in-class technology and
expertise to our genomic medicine strategy. The scientific
collaboration between Alexion and AstraZeneca has been a
substantial area of focus since last year's acquisition and the
addition of LogicBio will expand this foundational work."
Under the terms of the agreement, Alexion, through a subsidiary,
will initiate a cash tender offer to acquire all outstanding shares
of LogicBio for $2.07 per share. Both
boards have unanimously approved the transaction. Alexion plans to
close the deal in four to six weeks, subject to the tender of at
least a majority of the outstanding shares of LogicBio common stock
and satisfaction of other closing conditions, and plans to retain
LogicBio employees at their current location.
Notes
About LogicBio Therapeutics
LogicBio®
Therapeutics is a clinical-stage genetic medicine company
pioneering genome
editing and gene delivery platforms to address rare and serious
diseases from infancy through
adulthood. LogicBio's genome
editing platform, GeneRide®, is a new approach to precise
gene insertion harnessing a cell's natural DNA repair process
potentially leading to durable therapeutic protein
expression levels. LogicBio's
gene delivery platform, sAAVy™, is
an
adeno-associated virus (AAV)
capsid engineering platform
designed to optimize gene delivery for treatments in
a broad range of indications and tissues. LogicBio's
proprietary manufacturing process, mAAVRx™, aims
to overcome one of the current limitations of AAV
manufacturing by improving yields and product quality.
LogicBio is based in Lexington,
MA. For more information, visit
www.logicbio.com,
which does not form a part of this release.
About Alexion
Alexion,
AstraZeneca Rare Disease, is the group within
AstraZeneca focused on rare diseases, created following the
2021 acquisition of
Alexion Pharmaceuticals, Inc. As a leader
in rare diseases for nearly 30 years, Alexion is
focused on serving patients and families affected by rare diseases
and devastating conditions through the discovery, development
and commercialisation of life-changing
medicines. Alexion focuses its research efforts on
novel molecules and targets in the complement cascade and its
development efforts on haematology,
nephrology, neurology, metabolic disorders, cardiology and
ophthalmology. Headquartered in Boston,
Massachusetts, Alexion has offices around the
globe and serves patients in more than 50 countries.
About AstraZeneca
AstraZeneca is a
global, science-led biopharmaceutical company that focuses on the
discovery, development and commercialization of prescription
medicines in Oncology, Rare Diseases and BioPharmaceuticals,
including Cardiovascular, Renal & Metabolism, and Respiratory
& Immunology. Based in Cambridge,
UK, AstraZeneca operates in over 100 countries, and its
innovative medicines are used by millions of patients worldwide.
For more
information, please visit www.astrazeneca-us.com and follow us on Twitter @AstraZenecaUS.
Advisors
Centerview Partners LLC is acting as
financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is acting as legal advisor to LogicBio. Freshfields Bruckhaus
Deringer is acting as legal advisor to Alexion, AstraZeneca Rare
Disease.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. By their nature,
forward-looking statements involve risks and uncertainty because
they relate to events and depend on circumstances that will occur
in the future, and there are many factors that could cause actual
results and developments to differ materially from those expressed
or implied by these forward-looking statements. Forward-looking
statements include, among other things, statements about the
ability of the parties to complete the proposed transaction; the
expected timing of completion of the proposed transaction, as well
as any assumptions underlying any of the foregoing.
The following are some of the factors that could cause actual
future results to differ materially from those expressed in any
forward-looking statements: (i) uncertainties as to the timing of
the tender offer and the merger; (ii) the risk that the proposed
transaction may not be completed in a timely manner or at all;
(iii) uncertainties as to the percentage of LogicBio's stockholders
tendering their shares of common stock in the tender offer; (iv)
the possibility that competing offers or acquisition proposals for
LogicBio will be made; (v) the possibility that any or all of the
various conditions to the consummation of the tender offer or the
merger may not be satisfied or waived, including the failure to
receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or
restrictions placed on such approvals); (vi) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
that would require a termination fee or other expenses; (vii) the
effect of the transaction announcement or pendency of the proposed
transaction on LogicBio's ability to retain and hire key personnel,
its ability to maintain relationships with its business partners,
collaborators, vendors and others with whom it does business, its
business generally or its stock price; (viii) risks related to
diverting management's attention from LogicBio's ongoing business
operations; (ix) the risk that stockholder litigation in connection
with the proposed transaction may result in significant costs of
defense, indemnification and liability; and (x) other factors as
set forth from time to time in LogicBio's filings with the
Securities and Exchange Commission (the "SEC"), including its
quarterly report on Form 10-Q for the fiscal period ended
June 30, 2022 and other filings
LogicBio may make with the SEC in the future. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. All forward-looking statements
are based on information currently available to LogicBio, and
LogicBio expressly disclaims any intent or obligation to update,
supplement or revise publicly these forward-looking statements
except as required by law.
Additional Information
The tender offer for the outstanding common stock of LogicBio
has not yet commenced. This communication does not constitute a
recommendation, an offer to purchase or a solicitation of an offer
to sell LogicBio's securities. An offer to purchase shares of
LogicBio's common stock will only be made pursuant to an Offer to
Purchase and related tender offer materials. At the time the tender
offer is commenced, the acquiror will file a Tender Offer Statement
on Schedule TO with the SEC and thereafter LogicBio will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer materials
(including the Offer to Purchase, a related Letter of Transmittal
and other tender offer documents) and the
Solicitation/Recommendation Statement on Schedule 14D-9 will
contain important information. LogicBio's stockholders are urged to
read these documents (including the Offer to Purchase and related
Letter of Transmittal and certain other documents), and the
Solicitation/Recommendation Statement, as may be amended from time
to time, carefully when they become available because they will
contain important information that they should consider before
making any decision regarding tendering their shares of common
stock. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's website at www.sec.gov. Additional copies of the
documents may be obtained for free on LogicBio's website at
investor.logicbio.com.
Investor Contact:
Stephen Jasper
Gilmartin Group
(858)
525-2047
stephen@gilmartinir.com
Media Contact:
Adam Daley
Berry & Company Public Relations
W:212-253-8881
C:
614-580-2048
adaley@berrypr.com
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SOURCE LogicBio Therapeutics, Inc.