Talaris Therapeutics (NASDAQ:TALS) and closely-held Tourmaline Bio agreed to merge in an all-stock transaction.
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.
On closing, the combined company will operate under the name Tourmaline Bio and trade on the Nasdaq under the ticker symbol, TRML.
Talaris anticipates making a cash dividend of up to approximately $64.8-million to its stockholders prior to the closing of the merger. In addition, Tourmaline has entered into an agreement for a $75-million private placement with a syndicate of new and existing institutional life sciences investors.
Tourmaline stockholders immediately prior to the merger, including Tourmaline stockholders issued shares in the private placement, are expected to own approximately 78.7% of the combined company and Talaris stockholders approximately 21.3% of the combined company, each on a fully diluted basis.
Following the merger, the combined company will be led by current members of the Tourmaline leadership team.
