Holding company URUS (URUS Group, LP) will acquire biopharmaceutical company Precigen Inc.’s wholly-owned subsidiary Trans Ova Genetics, an animal reproductive technologies company, for $170 million.
Pursuant to the July 5 deal, Precigen (Nasdaq: PGEN) will receive $170 million cash up-front and up to $10 million earn-out over two years based on performance. According to the filings, the indemnity cap is set at $9 million, which is the equivalent of 5.29% of the total transaction value. The company also plans to pay the senior convertible notes when due next year.
As stated in the filings, Precigen’s divestiture is strategic as it helps to further its strategy to exclusively focus on healthcare.
“We believe this transaction will support Precigen’s mission as a premier cell and gene therapy company laser focused on the rapid development of our top clinical assets to maximize shareholder value and potentially improve the way devastating diseases like cancer are treated,” Helen Sabzevari, PhD, President and CEO of Precigen, said in a press release.
The deal is expected to close in Q3 2022 and is subject to customary closing conditions.
Trans Ova Genetics and its parent company Precigen are represented by Davis Polk & Wardwell LLP and their financial advisor is Rabo Securities USA, Inc. Meanwhile, URUS’s legal counsel is Morgan, Lewis & Bockius LLP.
Prior to the announcement, Precigen’s stock was valued at $1.41 on July 1. When it was announced on July 5, its stock was valued at $1.62. As of the time of this writing on July 6, its stock was valued at $1.46.