Concentra Biosciences, LLC made a proposal to acquire Jounce Therapeutics, Inc. (NasdaqGS:JNCE) from Tang Capital Management, LLC and others for $94.8 million on March 14, 2023. Concentra Biosciences, LLC entered into a definitive merger agreement to acquire Jounce Therapeutics, Inc. from Tang Capital Management, LLC and others for $97.5 million on March 26, 2023. The proposal is to acquire 100% of the equity of Jounce Therapeutics, Inc. for $1.80 per share in cash, plus a contingent value right. Pursuant and subject to the terms of the merger agreement, a subsidiary of Concentra will commence a tender offer by April 7, 2023 to acquire all outstanding shares of Jounce for $1.85 in cash per share at closing plus a non-tradeable CVR representing the right to receive 80% of the net proceeds payable for a period of ten years post-closing from any license or disposition of Jounce's programs effected within two years of closing and 100% of the potential aggregate value of certain specified potential cost savings. Concurrently with the execution of the Merger Agreement, Concentra delivered to Jounce, a duly executed Equity Commitment and Guarantee Letter, subject to which, Tang Capital Partners will contribute to Concentra, an aggregate amount of $100,000,000, to be used by Concentra solely to fund the Offer Price. In conjunction with the merger agreement, Jounce is implementing a workforce reduction of approximately 84% of its employees. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement in connection with Jounce's entry into an agreement with respect to a superior proposal, Jounce will be required to pay Concentra a termination fee of $4,000,000.
The proposal is non-binding and subject to confirmatory due diligence, as well as the execution of a definitive merger agreement. Closing of the tender offer is subject to certain conditions, including the tender of Jounce shares representing at least a majority of the total number of outstanding shares as of immediately following the consummation of the offer; the availability of at least $110 million of cash and cash equivalents, net of any tail and closing costs, at closing, and other customary conditions. Jounce's Board of Directors has determined that the acquisition by Concentra is in the best interests of all Jounce shareholders, and has unanimously approved the merger agreement and recommended that the stockholders accept the Offer. Concentra board of directors unanimously approved the agreement. Transaction is expected to close through a cash tender by early May 2023. As of March 27, 2023, acquisition is expected to close in the second quarter of 2023. The tender offer commenced on April 5, 2023 and will expire on May 3, 2023.
Tanya Joseph, Erik Schuchard and Giles Roshier of Cowen Execution Services Limited acted as financial advisor to Jounce. Ryan A. Murr, Branden C. Berns and Chris Trester of Gibson, Dunn & Crutcher LLP acted as legal advisors to Concentra Biosciences. Christopher D. Comeau of Ropes & Gray LLP acted as legal advisor to Jounce Therapeutics. Parent of Concentra has retained Morrow Sodali as information agent and Computershare Trust Company, N.A as depository for this offer.
Concentra Biosciences, LLC completed the acquisition of Jounce Therapeutics, Inc. (NasdaqGS:JNCE) from Tang Capital Management, LLC and others on May 3, 2023. As of the expiration of the offer, 36,367,727 shares of Jounce common stock had been validly tendered and not validly withdrawn from the tender offer, representing approximately 69.09% of the outstanding shares of Jounce common stock. Following the closing of the tender offer, all shares of Jounce common stock that had not been validly tendered were converted into the right to receive the same $1.85 per share in cash plus one CVR per share. As a result of the Merger, Jounce became a wholly owned subsidiary of Concentra. Shares of Jounce common stock ceased trading on Nasdaq and Concentra intends promptly to cause such shares to be delisted. Payment will be made promptly to all former Jounce common stockholders regardless of whether they tendered their shares. All conditions to the offer, including the Minimum Condition, having been satisfied or waived, Concentra irrevocably accepted for payment, and made payment for all Shares validly tendered and not validly withdrawn in the offer.
