The merged firm will concentrate on developing Tourmaline's TOUR006 programme, an anti-IL-6 antibody to treat thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD)
Upon completion of the deal, the new business will be known as Tourmaline Bio. (Credit: Gerd Altmann from Pixabay)
US-based Talaris Therapeutics has signed a definitive agreement to merge with biotechnology company Tourmaline Bio in an all-stock transaction.
The merged firm will concentrate on developing Tourmaline’s TOUR006 programme, an anti-IL-6 antibody to treat thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD).
Upon completion of the deal, the new business will be known as Tourmaline Bio. Additionally, prior to the completion of the deal, Talaris plans to pay its stockholders a cash dividend of up to $64.8m.
To support the merger, Tourmaline has inked an agreement for a $75m private placement with a syndicate of new and prevailing institutional life sciences investors.
TOUR006, licensed by Tourmaline from US-based Pfizer in May 2022, has properties like high binding affinity to IL-6.
Tourmaline plans to start a Phase 2b trial of TOUR006 for the treatment of TED in the third quarter of this year. The planned second indication for TOUR006 is ASCVD, whose Phase 2 trial will be initiated in 2024.
Tourmaline CEO Sandeep Kulkarni said: “We believe that TOUR006 has best-in-class potential and could be a transformative treatment option for millions of patients suffering from immune disorders.
“This merger and the support from leading life sciences investors will allow us to accelerate our development plans in TED, heart disease, and potentially other indications.”
Under the terms of the merger agreement, Tourmaline stockholders will get shares of Talaris common stock after the consummation of the merger.
Prior to the merger, Tourmaline stockholders will own around 78.7% of the combined company and Talaris stockholders are expected to own around 21.3% of the combined company, each on a fully diluted basis.
The transaction is unanimously approved by the board of directors of both firms. It is expected to close in the fourth quarter of 2023, subject to approval by the stockholders of each company and other customary closing conditions.
Talaris interim CEO Mary Kay Fenton said: “The Talaris Board of Directors conducted a review of strategic alternatives to identify paths to provide value to our stockholders.
“We believe the transaction we are announcing today with Tourmaline, together with the expected cash dividend of up to approximately $64.8m, presents a compelling opportunity for our shareholders.”