Friday 05 March 2021

US-based biopharmaceutical company Merck (NYSE: MRK) has started, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of US clinical-stage biotechnology company Pandion Therapeutics, Inc. (NASDAQ: PAND), the company said.

On Feb. 25, 2021, Merck announced its intent to acquire Pandion.

Upon the successful closing of the tender offer, stockholders of Pandion will receive USD 60 in cash for each share of Pandion common stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Pandion will become a subsidiary of Merck.

The deal is worth USD 1.85bn.

Pandion is advancing a pipeline of precision immune modulators targeting critical immune control nodes.

The company's lead candidate, PT101, is an engineered IL-2 mutein fused to a protein backbone designed to selectively activate and expand regulatory T cells (Tregs) for the potential treatment of ulcerative colitis and other autoimmune diseases.

Upon the successful completion of the tender offer, Merck's acquisition subsidiary will be merged into Pandion, and any remaining shares of common stock of Pandion will be canceled and converted into the right to receive the same USD 60 per share price, payable in the tender offer.

The transaction is expected to close in the first half of 2021.

Credit Suisse Securities LLC acted as financial advisor to Merck and Covington and Burling LLP as its legal advisor. Centerview Partners LLC acted as financial advisor to Pandion and Skadden, Arps, Slate, Meagher and Flom LLP as its legal advisor.

Pandion Therapeutics is developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases.

Merck, known as MSD outside of the United States and Canada, increases access to health care through far-reaching policies, programmes and partnerships.