Checkmate Pharmaceuticals, Inc. (NASDAQ: CMPI) and Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) disclosed that it has inked a definitive agreement for the purchase of Checkmate by Regeneron at an all-cash price of $10.50 per share of Checkmate common stock. The recommended purchase values Checkmate at a total equity value of around $250 million.
Regeneron stated that the company will continue to enhance and expand its immuno-oncology research efforts and that the purchase of Checkmate will add a promising new modality to Regeneron's toolset of potential cancer treatments for difficult-to-treat malignancies. The integration of a distinct Toll-like receptor 9 with other antibody-based cancer treatments may improve therapeutic benefits and provide new treatment choices for patients in need.
The merger agreement calls for Regeneron to launch a tender offer for all outstanding shares of Checkmate common stock at an all-cash price of $10.50 per share of Checkmate common stock through a subsidiary. The tender offer will be prone to a series of requirements, including the tender of a majority of the outstanding shares of Checkmate common stock, the termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, and other normal closing conditions.
Furthermore, Regeneron will buy all shares not purchased in the tender through a second-step merger if the tender offer is successful. The deal is expected to close in the middle of 2022. Wachtell, Lipton, Rosen & Katz is Regeneron's legal counsel for the acquisition. Checkmate's financial and legal advisors are Centerview Partners and Goodwin Procter LLP, respectively.