Talaris Therapeutics Declares Special Dividend In Connection with Proposed Merger with Tourmaline Bio
10 Oct 2023
AcquisitionCell Therapy
Special dividend estimated to be $1.5118 per share
Payment of special dividend conditioned upon closing of merger, which is subject to stockholder approval
Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris” or the “Company”) today announced that its Board of Directors has declared a special dividend in connection with the previously announced merger (the “Merger”) with Tourmaline Bio, Inc. (“Tourmaline”) pursuant to the Agreement and Plan of Merger, dated June 22, 2023 (the “Merger Agreement”).
The special dividend, which the Company estimates will be $1.5118 per share of Talaris common stock, will be payable in cash. The exact amount of the special dividend will be calculated after deducting certain cash amounts as set forth in the Merger Agreement. The ex-dividend date in respect of such special cash dividend will be before market open on October 20, 2023. As such, only the stockholders of record as of October 16, 2023, record date for the Special Dividend, that continue to hold their eligible shares of Talaris until market open on October 20, 2023 will be entitled to the dividend payment. The Special Dividend will not exceed an amount equal to $67.5 million, net of the Aggregate Cash Amount (as defined in the Merger Agreement).
Payment of the special dividend is conditioned upon the closing of the Merger with Tourmaline, which remains subject to the approval of Talaris’ stockholders and other closing conditions. The special meeting of Talaris’ stockholders to consider and vote upon the Merger is scheduled for October 17, 2023 with closing expected to occur after market close on October 19, 2023, assuming the transaction is approved by the Talaris stockholders and the satisfaction or waiver of all conditions under the Merger Agreement.
Every stockholder’s vote is important, regardless of the number of shares held. Accordingly, Talaris requests that each stockholder of record as of September 7, 2023, complete, sign, date and return a proxy card (online or by mail) as soon as possible to ensure that the stockholder’s shares will be represented at the special meeting. Stockholders who hold shares in “street name” (i.e., those stockholders whose shares are held of record by a broker, bank or other nominee) should contact their broker, bank or nominee to ensure that their shares are voted.
If any Talaris stockholder did not receive the proxy statement, such stockholder should (i) confirm his or her proxy statement’s status with his or her broker or (ii) contact Mediant Communications Inc. at engage@mediant.com or (888) 656-7251.
About Tourmaline Bio, Inc.
Tourmaline Bio is a late-stage clinical biotechnology company driven by its mission to develop transformative medicines that dramatically improve the lives of patients with life-altering immune diseases. Tourmaline’s lead program, TOUR006, is an anti-IL-6 antibody which exhibits differentiated properties including high binding affinity to IL-6 and a naturally long half-life. To date, TOUR006 has been studied in over 400 autoimmune patients across six clinical trials. Tourmaline plans to develop TOUR006 in thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD) as its lead and secondary indications, respectively, with additional indications under consideration.
About Talaris Therapeutics, Inc.
Talaris Therapeutics, Inc., prior to its review of strategic alternatives, was a cell therapy company developing an innovative method of allogeneic hematopoietic stem cell transplantation (“allo-HSCT”), called Facilitated Allo-HSCT Therapy.
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