Coherus to acquire Surface Oncology for upfront stock worth ~$40M+ net cash plus CVRs

Coherus Oncology, Inc.

Upfront consideration: Coherus stock valued using $5.2831/share based on $40M plus Surface's net cash (min $19.6M).
Each Surface share also receives one CVR for 70% of milestones/royalties from GSK and Novartis partnerships.
CVRs also include 25% of upfront payments for SRF114 and 50% for SRF388 out-licensing, less development costs.
Closing conditions: Surface stockholder approval, net cash ≥$19.6M, S-4 effectiveness, and no material adverse effect.
Termination fee of ~$2M payable by Surface if it accepts a superior proposal or breaches non-solicitation.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Coherus Oncology, Inc. entered into Agreement and Plan of Merger with Surface Oncology, Inc. (effective 2023-06-15).

Action: entry
Agreement: merger
Counterparty: Surface Oncology, Inc.
Effective: 2023-06-15

Exact text from the filing

On June 15, 2023, Coherus BioSciences, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Crimson Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub I ”), Crimson Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Merger Sub II ” and together with Merger Sub I, the “ Merger Subs ”), and Surface Oncology, Inc., a Delaware corporation (“ Surface ”).

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Coherus Oncology, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-168448

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