Arya Sciences Acquisition Corp. (ARYA), announced this morning that they have entered into a definitive business combination agreement with Immatics Biotechnologies GmbH (“Immatics”), a clinical-stage biopharmaceutical company active in the discovery and development of T cell redirecting cancer immunotherapies. The combined company is expected to have an implied enterprise value of $314.8 million and an initial market capitalization of approximately $634 million. Completion of the transaction is antipcated in the second quarter of 2020 with a newly formed company name of Immatics N.V.

As for more specifically what Immatics does, Immatics leverages advanced technologies and biologic insight to identify otherwise inaccessible and intracellular drug targets as a basis for a broad range of cancer immunotherapies designed to overcome the current limitations in immuno-oncology. The company is actively using these targets to develop novel T cell receptors to enable a robust and specific T-cell response against cancer cells. The Company has two distinct product classes, Adoptive Cell Therapies (ACT) and TCR Bispecifics, and is advancing product candidates in both classes in the Company’s proprietary pipeline with several clinical-stage ACT lead products. Additionally, the Company has several large-scale collaborations with global leaders in the pharmaceutical industry.

Transaction Overview

Under the terms of the proposed transaction, Immatics´ shareholders will receive 35 million shares of the newly established Immatics N.V. in exchange for their existing Immatics shares with existing Immatics shareholders and management are retaining 100% of their equity. Assuming that no Arya shareholders elect to redeem their shares and participation by all Immatics shareholders participate in the transaction, it is estimated that the current shareholders of Immatics will own approximately 61% of the issued and outstanding shares in the combined company at closing.

Immatics will receive gross proceeds of up to $252 million at the closing of the transaction and will continue to operate under the Immatics management team headed by Chief Executive Officer Harpreet Singh, Ph.D. The respective boards of directors of both Arya and Immatics have approved the proposed transaction.

In addition to the funds held in Arya’s trust account, a group of leading US healthcare investors has committed to participate in the transaction through a ~$104 million common stock PIPE at $10.00. Investors in the PIPE include Perceptive Advisors, Redmile Group, Federated Hermes Kaufmann Funds, RTW Investments, Sphera Funds, and an additional healthcare focused investor, as well as current existing Company shareholders including dievini Hopp BioTech, AT Impf and Wellington Partners.

Quick Takes:

If you’re going to announce a combination in the current market mess, a company in the bio-pharmaceutical space is a good bet.  And if the company focuses on lucrative cancer-fighting therapies, it’s an even better bet. And if you’ve already lined up a $104 million PIPE at $10.00 with a roster of high profile investors in the life sciences space (with no sweetners attached), you SHOULD have a very, very good announcement.  However, the current coronavirus pandemic and equity market conditions mean even good looking deals are going to have a tempered reaction.  Everything is just a giant question mark right now.  However, on the face of it, this still looks like a pretty good deal.  And keep in mind that Arya does not expire until October 10, 2020, so if need be, this combination can ride out the current storm for quite some time.  There is a minimum cash closing condition of $150 million, but with a $104 million PIPE that can be included in the aggregate cash proceeds, this should be achievable for a Trust account that currently holds approximately $148 million.  Plus, assuming no redemptions, the cash expected at closing gives Immatics 3+ years of cash runway, so additional capital raises shouldn’t be on the calendar for quite some time, post-combination close. In the meantime, ARYA fundamental investors are probably going to be sitting on the sidelines until we reach a bottom in the larger market.  But we have a long way to go to shareholder vote….

CONFERENCE CALL: 10:30 a.m. ET

Immatics and Arya Sciences intend to host a joint conference call providing further details on the transaction on March 17, 2020

Investor / Participant-Dial In Number(s)
Toll Free: +1 866 831 8713
Local: +1 203 518 9797
Conference ID: 5782

ADVISORS

• Goldman Sachs International is acting as lead financial advisor
• BofA Securities, SVB Leerink and Kempen serve as financial advisors to Immatics.
• Jefferies LLC is acting as financial and capital markets advisor to Arya as well as sole private placement agent.
• Chardan Capital Markets LLC is also serving as advisor to Arya.
• Goodwin Procter LLP and CMS are acting as legal counsel to Immatics.
• Kirkland & Ellis LLP is serving as legal counsel to Arya.