New Mountain Capital to Acquire Passage BIO for $1.4B
Ticker: PASG · Form: 8-K · Filed: Feb 29, 2024 · CIK: 1787297
Sentiment: bullish
Topics: acquisition, private-equity, biotech
TL;DR
Passage BIO going private for $1.4B cash deal at $14/share via New Mountain Capital.
AI Summary
Passage BIO, Inc. announced on February 29, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of private equity firm New Mountain Capital. The transaction is valued at approximately $1.4 billion, with shareholders expected to receive $14.00 per share in cash. This acquisition marks a significant event for Passage BIO, a company focused on developing gene therapies for rare monogenic diseases.
Why It Matters
This acquisition by New Mountain Capital represents a substantial premium for Passage BIO shareholders and signals potential consolidation or strategic shifts within the gene therapy sector.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which introduces a degree of uncertainty until completion.
Key Numbers
- $1.4B — Acquisition Value (Total value of the transaction for Passage BIO)
- $14.00 — Price Per Share (Cash amount shareholders will receive per share)
Key Players & Entities
- Passage BIO, Inc. (company) — Company filing the report and being acquired
- New Mountain Capital (company) — Acquiring entity
- $1.4 billion (dollar_amount) — Total transaction value
- $14.00 (dollar_amount) — Price per share in the acquisition
- February 29, 2024 (date) — Date of the report and announcement
FAQ
Who is acquiring Passage BIO?
An affiliate of private equity firm New Mountain Capital is acquiring Passage BIO.
What is the total value of the acquisition?
The definitive agreement values the transaction at approximately $1.4 billion.
How much will shareholders receive per share?
Shareholders are expected to receive $14.00 per share in cash.
When was this agreement announced?
The announcement was made on February 29, 2024.
What are the conditions for closing the deal?
The transaction is subject to customary closing conditions, including regulatory approvals.
Filing Stats: 524 words · 2 min read · ~2 pages · Grade level 12.3 · Accepted 2024-02-29 16:06:29
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 Par Value Per Share PASG The Nasdaq S
- $1.00 — ompany's common stock had been at least $1.00 per share for 10 consecutive business d
Filing Documents
- tm247492d1_8k.htm (8-K) — 27KB
- 0001104659-24-029361.txt ( ) — 197KB
- pasg-20240229.xsd (EX-101.SCH) — 3KB
- pasg-20240229_lab.xml (EX-101.LAB) — 33KB
- pasg-20240229_pre.xml (EX-101.PRE) — 22KB
- tm247492d1_8k_htm.xml (XML) — 4KB
01 Other Events
Item 8.01 Other Events. On February 29, 2024, Passage Bio, Inc. (the " Company ") received notice from the Listing Qualifications staff (the " Staff ") of the Nasdaq Stock Market LLC (" Nasdaq ") confirming that the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1). As of February 28, 2024, the closing bid price of the Company's common stock had been at least $1.00 per share for 10 consecutive business days, and the Company satisfies all other applicable criteria for continued listing on The Nasdaq Global Select Market. As a result of this determination, the listing matter is now closed. As previously disclosed, on August 31, 2023, the Company received notice from the Staff of Nasdaq that, because the closing bid price for the Company's common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). 2 SIGNATURE 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. PASSAGE BIO, INC. Date: February 29, 2024 By: /s/ Kathleen Borthwick Kathleen Borthwick Interim Chief Financial Officer 3