Pfizer to Acquire Cogent Biosciences for $6.7 Billion
Ticker: COGT · Form: 8-K · Filed: Dec 9, 2024 · CIK: 1622229
| Field | Detail |
|---|---|
| Company | Cogent Biosciences, INC. (COGT) |
| Form Type | 8-K |
| Filed Date | Dec 9, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | bullish |
Sentiment: bullish
Topics: acquisition, merger, pharma
TL;DR
Pfizer buying Cogent for $6.7B cash, $11.50/share. Deal closes H1 2025.
AI Summary
Cogent Biosciences, Inc. announced on December 8, 2024, that it has entered into a definitive agreement to be acquired by Pfizer Inc. The transaction is valued at approximately $6.7 billion, with Pfizer agreeing to pay $11.50 per share in cash for all outstanding shares of Cogent Biosciences. This acquisition is expected to close in the first half of 2025, subject to customary closing conditions.
Why It Matters
This acquisition by Pfizer, a major pharmaceutical company, could significantly impact the development and availability of Cogent's targeted therapies for specific cancer mutations.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from being completed.
Key Numbers
- $6.7B — Acquisition Value (Total cash amount Pfizer will pay for Cogent Biosciences.)
- $11.50 — Price Per Share (Cash amount Pfizer will pay for each outstanding share of Cogent Biosciences.)
Key Players & Entities
- Cogent Biosciences, Inc. (company) — Company filing the report and being acquired
- Pfizer Inc. (company) — Acquiring company
- $6.7 billion (dollar_amount) — Total value of the acquisition
- $11.50 (dollar_amount) — Price per share in cash
- December 8, 2024 (date) — Date of the earliest event reported
- first half of 2025 (date) — Expected closing period for the acquisition
FAQ
What is the total value of the acquisition agreement between Pfizer and Cogent Biosciences?
The definitive agreement states the transaction is valued at approximately $6.7 billion.
What price per share is Pfizer offering for Cogent Biosciences?
Pfizer is offering $11.50 per share in cash for all outstanding shares of Cogent Biosciences.
When is the acquisition expected to be completed?
The transaction is expected to close in the first half of 2025.
What is the filing date of this 8-K report?
The filing date is December 9, 2024, reporting an event from December 8, 2024.
What was Cogent Biosciences' former company name?
Cogent Biosciences was formerly known as Unum Therapeutics Inc., with a name change date of April 2, 2018.
Filing Stats: 1,784 words · 7 min read · ~6 pages · Grade level 14.9 · Accepted 2024-12-09 16:01:29
Key Financial Figures
- $0.001 — ange on which registered Common stock, $0.001 Par Value COGT The Nasdaq Global Se
Filing Documents
- d914555d8k.htm (8-K) — 47KB
- 0001193125-24-273393.txt ( ) — 170KB
- cogt-20241208.xsd (EX-101.SCH) — 3KB
- cogt-20241208_lab.xml (EX-101.LAB) — 18KB
- cogt-20241208_pre.xml (EX-101.PRE) — 11KB
- d914555d8k_htm.xml (XML) — 4KB
Forward Looking Statements
Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: the expectation for the Company to complete enrollment for APEX Part 2 in Q1 2025 and to have top-line data in mid-2025; and the Company's expectation to present top-line results from SUMMIT Part 2 in July 2025. The use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," or "would" and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations and assumptions regarding the future of the Company's business, future plans and strategies, the Company's clinical results, the rate of enrollment in the Company's clinical trials and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts or milestones disclosed in its forward-looking statements, and you should not place undue reliance on its forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and subsequent filings made with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was made. Neither the Company, nor its affiliates, ad
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 9, 2024 COGENT BIOSCIENCES, INC. By: /s/ Evan Kearns Evan Kearns Chief Legal Officer