Upon closing of the transaction, the new entity NewAmsterdam Pharma Company will be led by Michael Davidson and gets listed on Nasdaq
The Netherlands-based NewAmsterdam Pharma Holding has entered into a definitive merger agreement with Frazier Lifesciences Acquisition Corporation (FLAC) to become a publicly traded company.
FLAC is a special purpose acquisition company (SPAC), backed by an affiliate of US-based private equity and venture capital firm Frazier Healthcare Partners.
Under the terms of the merger deal, the Dutch biotechnology company’s current shareholders will convert 100% of their existing equity into ordinary shares.
The transaction is expected to be completed in the second half of this year, subject to approval by FLAC’s shareholders and certain customary closing conditions.
Upon closing, the new entity, NewAmsterdam Pharma Company, will be led by Michael Davidson and gets listed on Nasdaq.
Frazier Healthcare Partners managing partner and FLAC chief executive officer James Topper, and Bain Capital Life Sciences principal Nicholas Downing will be added to the NewAmsterdam board of directors.
In addition, a group of healthcare investors will provide $235m through a private investment in public equity (PIPE), led by Frazier Healthcare Partners and Bain Capital Life Sciences.
The PIPE will include new investors RA Capital Management, GMT Capital, Medicxi, and Panacea Venture, alongside existing investors Forbion, LSP Dementia Fund and Morningside Ventures.
The combined company will have a total cash balance of at least $470m on a pro forma basis and a total enterprise value of $326m.
The company intends to use proceeds from the transaction to fund its operations through 2026, and advance its Phase 3 PREVAIL CVOT study and two other Phase 3 studies.
NewAmsterdam will be well-funded to advance the further development of obicetrapib through various clinical and regulatory milestones.
Topper said: “We founded FLAC in hopes of acquiring a therapeutics-focused company with near-term inflection points, experienced and highly credentialed leadership and sufficient capital to support planned operations well into the future.
“We have found exactly this in NewAmsterdam. NewAmsterdam’s lead program, obicetrapib, is a potentially first- and best-in-class once-daily, oral CETP inhibitor, for which potent LDL-lowering activity on top of high-intensity statins and a positive safety and tolerability profile have been observed in clinical trials.”
Credit Suisse Securities (USA) served as lead PIPE placement agent, financial advisor and capital markets advisor to FLAC, on the transaction.
SVB Securities served as financial advisor and capital markets advisor, Moelis & Co. also served as financial advisor and Covington & Burling as legal counsel to NewAmsterdam.