Kite to Acquire Sangamo Therapeutics for $3.4B

TL;DR

Kite buying Sangamo for $3.4B cash ($2.40/share) - gene therapy consolidation incoming!

AI Summary

Sangamo Therapeutics, Inc. announced on December 9, 2024, that it has entered into a definitive agreement to be acquired by Kite, a Gilead Company. The transaction is valued at approximately $3.4 billion, with Kite offering $2.40 per share in cash for all outstanding shares of Sangamo. This acquisition aims to accelerate Kite's growth and expand its cell therapy pipeline.

Why It Matters

This acquisition by Kite, a leader in cell therapy, signifies a major consolidation in the gene therapy space and could significantly bolster Kite's pipeline and market position.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals and shareholder consent, which introduce a degree of uncertainty.

Key Numbers

• $3.4B — Acquisition Value (Total cash consideration for Sangamo Therapeutics)
• $2.40 — Per Share Price (Cash offered for each outstanding share of Sangamo)

Key Players & Entities

• Sangamo Therapeutics, Inc. (company) — Company being acquired
• Kite (company) — Acquiring company
• Gilead Company (company) — Parent company of Kite
• $3.4 billion (dollar_amount) — Total transaction value
• $2.40 (dollar_amount) — Per share acquisition price
• December 9, 2024 (date) — Date of definitive agreement

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share SGMO Nasdaq Global

Filing Documents

• sgmo-20241209.htm (8-K) — 39KB
• a66thamericansocietyofhe.htm (EX-99.1) — 20KB
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• 0001628280-24-050545.txt ( ) — 2631KB
• sgmo-20241209.xsd (EX-101.SCH) — 2KB
• sgmo-20241209_lab.xml (EX-101.LAB) — 21KB
• sgmo-20241209_pre.xml (EX-101.PRE) — 12KB
• sgmo-20241209_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously reported in the October 4, 2024 Form 8-K of Sangamo Therapeutics, Inc., or Sangamo, Sangamo filed a Certificate of Amendment of the Restated Certificate of Incorporation with the Delaware Secretary of State on June 4, 2024, which increased the number of authorized shares of the Common Stock from 640,000,000 to 960,000,000 shares (the "Common Stock Increase Amendment"). At Sangamo's 2024 annual meeting of stockholders held on June 4, 2024 (the "2024 Annual Meeting"), the holders of a majority of the outstanding shares of Common Stock of Sangamo approved the Common Stock Increase Amendment. In connection with the 2024 Annual Meeting, Sangamo filed a proxy statement on Schedule 14A (the "Proxy Statement") on April 19, 2024. The Proxy Statement described the voting threshold needed to approve the Common Stock Increase Amendment as requiring an affirmative vote of a majority of all votes cast at the 2024 Annual Meeting. Sangamo believes that the Proxy Statement accurately described the vote required to adopt the Common Stock Increase Amendment under a recently enacted provision of the Delaware General Corporation Law (the "DGCL") (Section 242(d)(2)), which became effective on August 1, 2023. On June 3, 2024, the law firms of Pomerantz LLP and Fields Kupka & Shukurov LLP filed a stockholder class action complaint against Sangamo and Sangamo's board of directors in the Delaware Court of Chancery ("Court of Chancery") on behalf of one purported stockholder of Sangamo. Among other matters, the complaint alleged that because the Proxy Statement had specified that a majority-of-votes-cast voting standard was required for the approval of the Common Stock Increase Amendment, rather than a majority-of-outstanding-shares voting standard, the Common Stock Increase Amendment and any issuances of Common Stock pursuant thereto were and are not validly authorized, despite the fact that both a majority of the votes cast at the 2024 An

01 Other Events

Item 8.01 Other Events. On December 9, 2024, Pfizer, Inc., or Pfizer, presented detailed data from the Phase 3 AFFINE trial of giroctocogene fitelparvovec, an investigational gene therapy that Sangamo has co-developed with and licensed to Pfizer for the treatment of adults with moderately severe to severe hemophilia A, in an oral presentation at the 66 th American Society of Hematology Annual Meeting and Exposition. A copy of slides from the presentation setting forth the data is filed herewith as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 99.1 66 th American Society of Hematology Annual Meeting & Exposition Data Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. SANGAMO THERAPEUTICS, INC. Dated: December 9, 2024 By: /s/ SCOTT B. WILLOUGHBY Name: Scott B. Willoughby Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR