NGM Biopharmaceuticals to be acquired by Column Group affiliates for $1.55/share (80% premium), going private

NGM BIOPHARMACEUTICALS INC

Acquisition price $1.55/share in cash, an 80% premium to Dec 29, 2023 closing price before TCG's expression of interest.
Total equity value ~$135M on fully diluted basis; NGM had ~$166M cash/securities as of Sep 30, 2023, ~$144.2M as of Dec 31.
Special Committee of independent directors unanimously recommends deal; TCG (26% holder) and rollover stockholders contribute shares instead of cash.
Tender offer requires majority of unaffiliated shares tendered; no financing condition; expected close Q2 2024; NGM to become private.

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

NGM BIOPHARMACEUTICALS INC entered into Agreement and Plan of Merger with Atlas Neon Parent, Inc. and Atlas Neon Merger Sub, Inc. (effective 2024-02-25).

Action: entry
Agreement: merger
Counterparty: Atlas Neon Parent, Inc. and Atlas Neon Merger Sub, Inc.
Effective: 2024-02-25

Exact text from the filing

On February 25, 2024, NGM Biopharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), and Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

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Source: SEC EDGAR

accession 0001193125-24-046296

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