AGTC - Applied Genetic Technologies Corporation was taken out of its misery by Syncora
2 year high: $9.67 Take out price: $0.34 cash plus CVR
AGTC - Applied Genetic Technologies Corporation was taken out of its misery by Syncora
Merger closed 12/2/22 Its not clear to me when these expire.
CUSIP: 03820J100
Symbol: AGTC
I didn’t have a lot of faith in this one. I bought a token amount for $0.376 per share on 11/23/22 and got my cash back 12/5/22 for $0.34
FROM the SEC documents: $0.34 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, which Represents the Right to Receive One or More Payments in Cash, Currently Estimated to Be up to Approximately $0.73 Per CVR in the Aggregate, Contingent upon the Achievement of Certain Milestone
The maximum amount that may be paid upon achievement of all of the milestones is $50.0 million. The milestones relate to certain transactions involving the Company’s assets and regulatory and commercial milestones related to the Company’s products. Based on the number of currently outstanding Shares and Company RSUs, a maximum of 68,646,495 CVRs would be issued in connection with the Merger and the maximum aggregate cash payment per CVR would be approximately $0.73 (without interest and less any applicable withholding taxes),
consisting of up to $0.18 per CVR in respect of Milestone 1, if achieved,
and $0.18 per CVR for each of Milestone 2, Milestone 3 and Milestone 4, if achieved.
Milestone 1. Parent will be obligated to pay up to $12.5 million, in the aggregate, upon (a) the sale, license, transfer, spin-off of, or the occurrence of any other monetizing event, whether in a single or multiple transactions, involving, all or any part of the Non-RPGR Assets (as defined in the CVR Agreement), (b) the sale or transfer of the Bionic Sight Equity (as defined in the CVR Agreement) and/or (c) the sale, lease or transfer of the Manufacturing Assets (as defined in the CVR Agreement), in each case, that closes on or prior to the date that is eighteen (18) months after the Closing Date of the Merger. The aggregate amount payable in connection with such Milestone will be equal to the amount by which the sum of (i) 60% of the Gross Proceeds (as defined below) attributable to the Non-RPGR Assets and/or (ii) 100% of the Gross Proceeds attributable to the Bionic Sight Equity and/or (iii) 100% of the Gross Proceeds attributable to the Manufacturing Assets (reduced by the amount of certain taxes and expenses as more particularly described in the CVR Agreement), collectively, exceeds $5.0 million
Milestone 2. Parent will be obligated to pay an aggregate amount equal to $12.5 million upon obtaining approval from the U.S. Food and Drug Administration (“FDA”) of a Biologics License Application (“BLA”) for AGTC-501 to treat patients with X-linked retinitis pigmentosa (XLRP) caused by mutations in the Retinitis Pigmentosa GTPase Regulator (RPGR) gene, as evidenced by the written notice of such approval by the FDA, which approval (a) must be consistent with the patient population, at a minimum, as established by the inclusion/exclusion criteria of patients studied in the pivotal clinical trial, (b) may be subject to conditions of use, contraindications, or otherwise limited, and (c) may contain a commitment to conduct a post-approval study or clinical trial (the “Marketing Approval”).
Milestone 3. Parent will be obligated to pay an aggregate amount equal to $12.5 million if, as of the date of the Marketing Approval, no other AAV gene therapy product expressing the RPGR protein (including any derivative or shortened version of the RPGR protein) has received a marketing approval from the FDA.
Milestone 4. Parent will be obligated to pay an aggregate amount equal to $12.5 million the first date on which Net Sales in any calendar year are equal to or exceed $100.0 million