Synlogic announced that it has entered into a definitive merger agreement with a wholly owned subsidiary of Mirna in an all-stock transaction and will continue under the Synlogic name. The merged company will focus on advancing Synlogic’s drug discovery and development platform for Synthetic Biotic medicines.
Synlogic CEO, Jose Carlos Gutierrez-Ramos said that they believe that their Synthetic Biotic medicines are efficient and targeted biologic engines with the potential to have a transformative impact on the treatment of human diseases. While many conventional medicines address one molecular dysfunction, these living medicines have the potential to uniquely and effectively compensate for entire processes or pathways to treat patients with significant unmet medical need. This merger and our recently completed Series C financing are projected to provide the capital to progress our two lead metabolic disease programs through patient proof-of-concept studies as well as advance the development of their earlier product candidates.
Mirna President and CEO, Paul Lammers said that following a thorough review of strategic alternatives, they are delighted to announce this transaction with Synlogic, which we believe is in the best interest of Mirna’s stockholders. Synlogic is advancing an exciting potential new class of medicines supported by a strong drug discovery and development platform, an experienced management team and a strong set of investors.
Current Synlogic shareholders are expected to own approximately 83 percent of the combined company and the current Mirna stockholders will own approximately 17 percent of the combined company. The exchange ratio is based on Mirna’s expected cash at the time of the close, and the actual allocation will be subject to adjustment based on Mirna’s net cash balance at closing.
The transaction has been approved by the board of directors of both companies. The merger is currently expected to close in the third quarter of 2017, subject to the approval of the stockholders of each company and the satisfaction or waiver of other customary conditions.
Jose Carlos Gutierrez-Ramos, Ph.D., Synlogic’s Chief Executive Officer will become the chief executive officer of the merged company. The board of directors will be comprised of seven directors, including two directors currently serving on Mirna’s board. Upon closing of the transaction, the merged company will operate under the Synlogic name and the company’s common stock will trade on the NASDAQ global market under a ticker symbol to be announced at a later date. The corporate headquarters will be located in Cambridge, Massachusetts.