Sangamo Looks to Expand into CAR-Treg Cell Therapies with TxCell Acquisition | Bio Tech

Searching for a Partner as Cash Dwindled

“We are excited to combine with Sangamo for their experience and technical expertise in gene-edited therapy, and we believe Sangamo's ZFN editing technology will facilitate the precise genetic modifications needed to create a new class of Treg-based antigen and tissue specific immunosuppressive medicines,” added TxCell CEO Stephane Boissel. “Progressing such CAR-Treg products in clinical development and towards commercialization would require expertise and financial resources that were impossible for us to get as a stand-alone business at a reasonable cost.”

On Thursday, TxCell disclosed that it had only €4.4 million (about $5.2 million) in cash and cash equivalents—down from the €8.7 million ($10.2 million) it reported as of June 30, 2017—adding that it was “actively working towards securing a longer-term financing solution, such as a strategic partnership and/or an equity offering, depending on market conditions.”

The search for that partner began earlier this year, TxCell stated in a presentation to investors today.

Sangamo plans to acquire a 53% majority stake in TxCell, then file a simplified cash tender offer to purchase all outstanding ordinary shares of TxCell for €2.58 ($3.02) per share in cash, on a debt-free and cash-free basis.

Shares of TxCell more than doubled this morning in trading on the Euronext Paris exchange, leaping 149% to €2.32 ($2.72) as of 8:36 a.m. ET, from €0.93 at the closing of trading on Friday.

Upon obtaining at least 95% of the share capital and voting rights of TxCell after completing the simplified tender offer, Sangamo would launch a “squeeze-out” procedure forcing minority shareholders to sell their stock for cash. Once the squeeze-out is completed, Sangamo intends to delist TxCell, which will operate as a subsidiary of Sangamo under the name Sangamo Therapeutics SA.

TxCell's operations will remain based in Valbonne, France.

Sangamo said it expects to complete the transaction in the fourth quarter, subject to satisfying closing conditions that include compliance with regulations governing foreign investments in France.

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