Rare Daily Staff

Ultragenyx Pharmaceutical said it has made an all-cash offer to acquire the outstanding shares of the gene therapy developer Dimension Therapeutics for $5.50 per share or about $138 million, an effort to outbid Regenxbio before its acquisition closes.

On August 25, Regenxbio announced that it entered into a definitive agreement to acquire Dimension Therapeutics in an all-stock transaction valued at $3.41 per share. The boards of Regenxbio and Dimension have both approved the deal. Regenexbio is a clinical-stage gene therapy company with therapies for wet age-related macular degeneration, homozygous familial hypercholesterolemia, and mucopolysacchardisosis type I in clinical development.

The acquisition would reinvigorate Ultragenyx’s pipeline after news in August that the company was discontinuing its experimental therapy for the muscle disease GNE Myopathy after a late-stage clinical failure. That came after a mid-stage clinical failure in March of its experimental therapy for glucose transporter type-1 deficiency syndrome.

The Dimension deal would allow Ultragenyx to add gene therapy programs that include a clinical-stage candidate in ornithine transcarbamylase deficiency, as well as earlier-stage programs in glycogen storage disease type Ia, citrullinemia type 1, phenylketonuria, and Wilson disease.

Ultragenyx said its offer represents a premium of more than 358 percent to Dimension’s unaffected share price as of August 24 and premiums of 24 percent and 48 percent over the implied value of the all-stock consideration to be received by Dimension stockholders under the announced acquisition of Dimension by Regenxbio. “The proposal would provide Dimension stockholders with an immediate and certain return on their investment in Dimension and constitutes a superior alternative to the Regenexbio transaction,” Ultragenyx said in an announcement of its offer.

“This transaction provides a compelling opportunity to create value by leveraging Ultragenyx’s advanced clinical and regulatory expertise, as well as its rare metabolic disease commercial infrastructure to advance Dimension’s rare disease focused gene therapies and bring much needed new treatments to market,” Ultragenyx CEO Emil Kakkis in a letter Dimension CEO Annalisa Jenkins.

He told Jenkins he envisioned maintaining a gene therapy development unit and manufacturing development team at Dimension’s facilities in Massachusetts to preserve the team’s significant institutional knowledge and progress its manufacturing there.

The Ultragenyx proposal is subject to it performing due diligence, which it said could be completed in a two-week period. It would concurrently negotiate a definitive merger agreement that it said would be on identical or more favorable terms than its existing agreement with Regenxbio.

September 18, 2017

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