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BioCryst Pharmaceuticals, Idera Pharmaceuticals File Preliminary Proxy Statement in Connection with Pending Merger.


6 March 2018 - US-based drugmakers BioCryst Pharmaceuticals, Inc. (NASDAQ: BCRX), and Idera Pharmaceuticals, Inc. (NASDAQ: IDRA) have filed a joint preliminary proxy statement/prospectus with the US Securities and Exchange Commission in connection with the proposed merger, containing detailed information about the merger agreement and the transaction, the companies said.

The companies also filed an investor presentation with the SEC that provides an update on certain key benefits of the companies' pending merger.

As announced on 22 January 2018, BioCryst and Idera entered into a definitive agreement to combine and form a new enterprise focused on the development and commercialization of medicines to serve more patients suffering from rare diseases.

As per the terms of the merger agreement, each share of BioCryst common stock will be exchanged for 0.50 shares of the new company stock and each share of Idera common stock will be exchanged for 0.20 shares of the new company stock.

On a proforma, fully diluted basis, giving effect to all dilutive stock options, units and warrants, BioCryst stockholders will own 51.6% of the stock of the combined company and Idera stockholders will own 48.4%. The stock issuance in the merger is expected to be tax-free to stockholders.

Together, BioCryst and Idera will be positioned to leverage both structure-guided small molecule design and nucleic acid / oligonucleotide chemistry within one organization, the companies said.

The combined company will have a net cash balance of approximately USD 243m and expects to realize approximately USD 20m in cash synergies in year two and a total of USD 30m in annual pre-tax cost synergies in year three after closing.

The BioCryst and Idera Boards of directors unanimously recommend that stockholders of both companies vote "FOR" the proposed merger at their respective special meetings of stockholders. The dates of the meetings have not yet been announced.

BioCryst Pharmaceuticals designs, optimizes and develops novel small molecule drugs that block key enzymes involved in rare diseases.

Harnessing the approach of the earliest researchers in immunotherapy and the company's vast experience in developing proprietary immunology platforms, Idera's lead development programme is focused on priming the immune system to play a more powerful role in fighting cancer, ultimately increasing the number of people who can benefit from immunotherapy.

J.P. Morgan Securities LLC is acting as exclusive financial advisor to BioCryst and Skadden, Arps, Slate, Meagher and Flom, LLP is acting as BioCryst's legal counsel. Goldman Sachs and Co. LLC is acting as exclusive financial advisor to Idera and Latham and Watkins, LLP is acting as Idera's legal counsel.

Country: USA

Sector: Pharmaceuticals

Target: Idera Pharmaceuticals

Buyer: BioCryst Pharmaceuticals


Deal size in USD: 910m

Type: Merger

Financing: Stock

Status: Agreed

Buyer advisor: J.P. Morgan Securities , Skadden, Arps, Slate, Meagher and Flom ,


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Publication:M & A Navigator
Date:Mar 6, 2018
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