LogicBio acquisition to build on current
collaborations and advancements in genomic medicine
Alexion, AstraZeneca Rare Disease, today announced that it has
entered a definitive agreement to acquire Lexington, Mass.-based
LogicBio® Therapeutics, Inc. (NASDAQ: LOGC), a pioneering genomic
medicine company. The proposed acquisition aims to rapidly
accelerate Alexion’s growth in genomic medicines through LogicBio’s
unique technology, experienced rare disease R&D team, and
expertise in pre-clinical development.
"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.”
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.
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.”
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 commercialization
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
Freshfields Bruckhaus Deringer is acting as legal advisor to
Alexion, AstraZeneca Rare Disease. Centerview Partners LLC is
acting as financial advisor and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is acting as legal advisor to LogicBio.
Additional Information
The tender offer referenced in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell securities of LogicBio Therapeutics, Inc. (“LogicBio”), nor
is it a substitute for the tender offer materials that LogicBio,
Alexion Pharmaceutical, Inc. (“Alexion”) or its acquisition
subsidiary, Camelot Merger Sub, Inc. will file with the Securities
and Exchange Commission (“SEC”). The solicitation and offer to buy
LogicBio stock will only be made pursuant to an Offer to Purchase
and related tender offer materials that Alexion intends to file
with the SEC. At the time the tender offer is commenced, Alexion
and its acquisition subsidiary
will file a Tender Offer Statement on Schedule TO and thereafter
LogicBio will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer.
LOGICBIO’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ
CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION
THAT HOLDERS OF LOGICBIO SECURITIES AND OTHER INVESTORS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING WITH RESPECT TO
THE
TENDER OFFER. The Offer to Purchase, the related Letter of
Transmittal, certain other tender offer documents, as well as the
Solicitation/Recommendation Statement will be made available to all
stockholders of LogicBio at no expense to them and will also be
made available for free at the SEC's website at www.sec.gov.
Additional copies may be obtained for free by contacting either
Alexion or LogicBio. In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement
LogicBio each file annual, quarterly and current reports, proxy
statements and other information with the SEC. LogicBio’s filings
with the SEC are also available for free to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
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 ability to
accelerate research; the ability of any platforms to improve
production yields or product quality; and the ability to drive next
generation medicines to treat rare genetic diseases.
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 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 Alexion and LogicBio, and Alexion and
LogicBio expressly disclaim any intent or obligation to update,
supplement or revise publicly these forward-looking statements
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221003005466/en/
Media Inquiries Brendan McEvoy +1 302 885 2677 US Media
Mailbox: usmediateam@astrazeneca.com
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