Synlogic Inc（SYBX）のニュースとイベントSYBXSynlogic Inc

Synlogic and Caldera Enter Merger Agreement

Synlogic and Caldera Therapeutics entered into a definitive merger agreement to combine in an all-stock transaction. The combination will be accomplished by both companies becoming wholly-owned subsidiaries of a newly formed holding company. Upon closing, the combined company plans to operate under the name Caldera Therapeutics, Inc. and intends to apply to trade on the Nasdaq Capital Market under the ticker symbol "CALD." In support of the proposed merger, Caldera has secured commitments for an upsized concurrent private placement expected to generate approximately $278M in gross proceeds from a syndicate of leading healthcare institutional investors and mutual funds, including Bain Capital Life Sciences, TCGX, Atlas Venture, venBio Partners, Omega Funds, Blackstone Multi-Asset Investing, LAV, Wellington Management, Janus Henderson Investors, Sirenia Capital Management LP, Vivo Capital, several additional mutual funds and other institutional investors. The financing is expected to support the Phase 2 clinical development of CLD-423 in ulcerative colitis and Crohn's disease, as well as potential development in additional immune-mediated diseases. The combined company's cash and cash equivalents at closing, together with the proceeds from the concurrent private placement, are expected to fund the combined company's operations into 2029. The financing is expected to close concurrently with the merger, subject to the satisfaction of customary closing conditions. Under the terms of the merger agreement, as of the closing of the proposed merger, pre-merger Synlogic stockholders are expected to own approximately 2.3% of the combined company, pre-merger Caldera stockholders are expected to own approximately 62.8% of the combined company, and investors participating in the concurrent private placement are expected to own approximately 34.9% of the combined company. The percentage ownership of the combined company that Synlogic stockholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of Synlogic's net cash immediately prior to the closing date. The transaction has been approved by the Board of Directors of both companies and is expected to close by early 2027, subject to the satisfaction of customary closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the proposed acquisitions of Caldera and Synlogic and the satisfaction of other customary closing conditions. Following the closing, the combined company will operate under the name Caldera Therapeutics, Inc. and intends to apply to trade on the Nasdaq Capital Market under the ticker symbol "CALD." The combined company will be led by Praveen Tipirneni, MD, MBA, Caldera's current CEO. Caldera's Board of Directors will become the directors of the combined company.