Talaris Therapeutics, Inc. announced on June 22 that it entered an agreement to merge with Tourmaline Bio, Inc. According to data captured in the LevinPro HC database, this transaction represents the 76th Biotechnology transaction of 2023.
Talaris stockholders are expected to receive $3.43 per Talaris share for a total price of more than $144.62 million.
Tourmaline stockholders are expected to own 78.7% of the combined company and Talaris stockholders are expected to own 21.3% of the combined company, each on a fully diluted basis. Talaris anticipates making a cash dividend of up to approximately $64.8 million to its stockholders prior to the closing of the Merger.
Talaris Therapeutics is a cell therapy company developing an innovative method of allogeneic hematopoietic stem cell transplantation (“allo-HSCT”), called Facilitated Allo-HSCT Therapy. In 2022, it generated $8.5 million in revenue.
Tourmaline Bio is a late-stage clinical biotechnology company developing transformative medicines to dramatically improve the lives of patients with life-altering immune diseases. It is based in New York City.
Upon completion of the merger, the combined company will operate under the name Tourmaline Bio, Inc. and trade on the Nasdaq under the ticker symbol “TRML.” The combined company will focus on advancing Tourmaline’s lead program, TOUR006, a potentially best-in-class anti-IL-6 antibody, for the treatment of thyroid eye disease and atherosclerotic cardiovascular disease.
Jefferies, Piper Sandler, Guggenheim Securities and Truist Securities are serving as placement agents to Tourmaline. Cooley LLP is serving as legal counsel to Tourmaline. SVB Securities is serving as exclusive financial advisor to Talaris and Goodwin Procter LLP is serving as legal counsel to Talaris.
