RARE Daily

BridgeBio to Acquire All Outstanding Shares of Eidos it Does Not Already Own

October 5, 2020

Rare Daily Staff

Rare disease drug developer BridgeBio Pharma has entered into a definitive agreement to acquire all of the outstanding common stock of its subsidiary Eidos Therapeutics it does not already own, representing about 36.3 percent of the shares.

The deal comes one year after BridgeBio terminated its third attempt to buyout Eidos as minority shareholders found its offer inadequate and not in their best interests.

Under the new agreement, which was approved by both boards of directors, Eidos stockholders will have the right to receive either 1.85 shares of BridgeBio common stock or $73.26 in cash per Eidos share in the transaction, up to an aggregate maximum of $175 million of cash. The merger consideration represents a 55 percent premium to the volume weighted average price of Eidos shares over the 30 trading days ending on October 2, 2020 and a 41 percent premium to the closing trading price of Eidos common shares on October 2, 2020, based on the closing trading price of BridgeBio shares on October 2, 2020.

BridgeBio Pharma is a team of experienced drug discoverers, developers, and innovators founded in 2015 to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which arise from defects in a single gene, and cancers with clear genetic drivers. Its business model is to set up individual companies to develop its pipeline of more than 20 development programs while benefiting from BridgeBio’s management expertise.

BridgeBio launched Eidos Therapeutics in 2017 million in funding to develop a novel small-molecule treatment for transthyretin (TTR) amyloidosis. It committed $27 million and its seasoned R&D executives to advance Eidos’ lead compound, acoramidis, a potentially disease-modifying therapy for the treatment of ATTR. One year later, Eidos went public, leaving BridgeBio with a two-thirds share of the company.

Transthyretin amyloidosis (ATTR) is a progressive, fatal disease caused by the accumulation of destabilized and misfolded TTR amyloid due to inherited mutations or aging. It is commonly divided into three distinct categories: wild-type ATTR cardiomyopathy (ATTRwt-CM), mutant ATTR cardiomyopathy (ATTRm-CM), and ATTR polyneuropathy (ATTR-PN). ATTRwt-CM affects about 400,000 patients globally and usually manifests later in life, with median survival of three to five years from diagnosis. ATTR-CM also manifests later in life, affecting about 40,000 patients globally. ATTR-PN, which affects about 10,000 patients globally, can present as early as a patient’s 30s or later. Current standard of care does not slow or stop progression of the disease.

Eidos completed screening in September for its pivotal phase 3 ATTRibute-CM clinical trial of acoramidis in patients with ATTR cardiomyopathy. The study is expected to enroll more than 600 subjects with either wild-type or variant TTR across more than 80 sites in 18 countries. Topline results from Part A are expected in late 2021 or early 2022 and from Part B in 2023. If Part A is successful, the company intends to file for regulatory approval of acoramidis in 2022.

BridgeBio expects to launch two drugs, if approved, in 2021 and is building the capabilities necessary to deliver genetic medicines to patients around the globe, which it can deploy for acoramidis.

“ATTR is a rapidly progressive and fatal disease when left untreated, so we know that every moment counts for the patients and families we aim to serve. With Eidos fully reunited with BridgeBio, we intend to move as quickly as possible to advance acoramidis through the development process and, if approved, into the marketplace,” said Cameron Turtle, senior vice president of cardiorenal disease at BridgeBio.

“This transaction removes the operational complexity of the current ownership structure and allows us to fully unlock the potential of this investigational medicine for patients and investors,” said Neil Kumar, founder and CEO of BridgeBio and CEO of Eidos. “Bringing Eidos fully back to BridgeBio positions us to invest in all opportunities around acoramidis, including subsequent studies to potentially broaden the evidence for its usage, and accelerate its commercial development using BridgeBio’s established infrastructure.”

Eidos and acoramidis will also become the keystone in BridgeBio’s growing cardiorenal portfolio, which includes drug development in autosomal dominant hypocalcemia type 1 (ADH1) and primary hyperoxaluria type 1 (PH1) as well as undisclosed precision cardiology drug discovery programs.

At closing, Eidos stockholders will own between 16 percent and 18 percent of BridgeBio, depending on the amount of cash Eidos stockholders elect to receive. The transaction, which is expected to close in the first quarter of 2021, is subject to the approval of a majority of Eidos’ shares held by stockholders other than BridgeBio and its affiliates. The transaction is also subject to the approval of at least two-thirds of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates The issuance of shares by BridgeBio will also need to be approved by the affirmative vote of a majority of the votes cast by BridgeBio’s stockholders voting on such matter. Upon closing, Eidos will become a wholly owned subsidiary of BridgeBio and Eidos’ common stock will cease trading independently on The Nasdaq Global Select Market.

Photo: Neil Kumar, founder and CEO of BridgeBio

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