LEXINGTON, Mass .– (COMMERCIAL THREAD) – Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in Novo Nordisk’s cash tender offer for Dicerna expired at 11:59 p.m. EST on December 24, 2021.
As previously announced on November 18, 2021, Novo Nordisk launched a cash tender offer to purchase all of the outstanding common shares of Dicerna for $ 38.25 per share in cash, without interest and subject to any withholding tax. tax. The expiry of the HSR waiting period satisfies one of the conditions necessary for the completion of the public tender offer. Other conditions remain to be fulfilled, including, among others, a minimum share offer representing one share of more than 50% of the sum of the total number of Dicerna shares in circulation at the time of the expiry of the offer. Unless the tender offer is extended, the offer and opt-out rights will expire at 5:00 p.m. Eastern Time on December 27, 2021.
Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) is a biopharmaceutical company focused on the discovery, development and commercialization of drugs designed to take advantage of ribonucleic acid (RNAi) interference to selectively silence the genes that cause or contribute to the disease. Using our proprietary GalXC™ and GalXC-Plus™ RNAi technologies, Dicerna is committed to developing RNAi-based therapies with the potential to treat both rare and more widespread diseases. By silencing pathogenic genes, Dicerna’s GalXC platform has the potential to treat conditions that are difficult to treat with other modalities. Initially focused on the genes responsible for disease in the liver, Dicerna has continued to innovate and explore new applications of its RNAi technology with GalXC-Plus, which extends the functionality and application of our flagship GalXC technology targeting liver to tissue. and cell types outside the liver, and has the potential to treat disease in several therapeutic areas. In addition to our own pipeline of basic discoveries and clinical candidates, Dicerna has established collaborative relationships with some of the world’s largest pharmaceutical companies, including Novo Nordisk A / S, Roche, Eli Lilly and Company, Alexion Pharmaceuticals, Inc ., Boehringer Ingelheim International GmbH and Alnylam Pharmaceuticals, Inc. Between Dicerna and our collaborative partners, we currently have over 20 active, preclinical or clinical discovery programs focused on cardiometabolic, viral, chronic liver and complement diseases, as well as as on neurodegenerative diseases and pain. At Dicerna, our mission is to intervene – to silence genes, to fight disease, to restore health. For more information, please visit www.Dicerna.com.
The information contained in this communication is dated December 25, 2021. Dicerna assumes no obligation to update any forward-looking statements contained in this communication as a result of new information or future events or developments, except as required by law. .
This communication contains forward-looking information relating to Dicerna and the proposed acquisition of Dicerna which involves substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this communication include, among other things, statements about the potential benefits of the proposed acquisition; the ability of the parties to meet the conditions for the completion of the public tender offer and the other conditions for the completion of the acquisition; statements on the expected timetable for the completion of the transaction; Dicerna’s plans, objectives, expectations and intentions, Dicerna’s financial condition, results of operations and businesses, Dicerna’s product candidates and Dicerna’s GalXC™ and GalXC-Plus™ RNAi technologies; and the expected time of closing of the proposed acquisition.
Risks and uncertainties include, among others, risks relating to the satisfaction or waiver of the conditions for closing the proposed acquisition on time or not at all; uncertainties as to the number of Dicerna shareholders who will tender their ordinary Dicerna shares to the takeover bid and the possibility that the acquisition will not be completed; the possibility that competing offers may be made; risks associated with obtaining the consents required for the acquisition, including, without limitation, and timing (including any delays); interruption of the transaction making it more difficult to maintain commercial and operational relations; significant transaction costs; the risks and uncertainties inherent in research and development, including the risks associated with Dicerna’s ability to obtain and maintain necessary approvals from the FDA and other regulatory authorities; initiate preclinical studies and clinical trials of its product candidates; advance its product candidates in preclinical research and clinical trials; reproduce in clinical trials the positive results found in preclinical studies; advance the development of its product candidates within the timeframes it anticipates in current and future clinical trials; obtain, maintain or protect the intellectual property rights related to its product candidates; manage expenses; and raise the substantial additional capital necessary to achieve its business objectives.
Further descriptions of the risks and uncertainties associated with Dicerna can be found in the Dicerna registration statement on Form S-1, as amended, the quarterly report on Form 10-Q for the quarterly period ended September 30 2021, and subsequent current reports on Form 8- K, all of which are filed with the SEC and available at www.sec.gov and https://investors.dicerna.com/investor-relations.
These forward-looking statements are based on numerous assumptions and assessments made by Dicerna in light of its experience and its perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors. it deems appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties, as they relate to events and depend on circumstances that will occur in the future. While it is believed that the expectations reflected in the forward-looking statements in this communication are reasonable, no assurance can be given that such expectations will prove to be correct and persons reading this communication are therefore cautioned not to place undue reliance on any such communication. -the forward-looking statements which are valid only on the date of this communication.
Additional information and where to find it
This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell Dicerna shares, nor does it replace any tender offer documents that Novo Nordisk or Dicerna have filed with the SEC. Novo Nordisk has filed a tender offer statement on Schedule TO with the SEC containing an offer to purchase all of the outstanding common shares of Dicerna for $ 38.25 per share, and Dicerna has filed a solicitation / recommendation statement on Schedule 14D-9 to the SEC with respect to the takeover bid. DICERNA SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE OFFER TO PURCHASE DOCUMENTS (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTER AND CERTAIN OTHER OFFER TO PURCHASE DOCUMENTS) AND THE STATEMENT SOLICITATION / RECOMMENDATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION THE DECISION IS MADE REGARDING THE OFFER TO PURCHASE. The offer to purchase, the related letter of transmittal and certain other documents relating to the takeover bid, as well as the solicitation / recommendation statement, have been sent to all Dicerna shareholders at no cost to them. The take-over bid statement and the solicitation / recommendation statement are available free of charge on the SEC’s website at www.sec.gov. Additional copies can be obtained free of charge by contacting Novo Nordisk or Dicerna. Copies of documents filed with the SEC by Dicerna will be available free of charge on Dicerna’s website at https://investors.dicerna.com/investor-relations or by contacting Dicerna’s investor relations contact at +1 617-514-2275. Copies of documents filed by Novo Nordisk are available free of charge on Novo Nordisk’s website at www.novonordisk.com or by directing requests for such documents to the Offer Information Agent, DF King, 48 Wall Street, 22sd Floor, New York, New York 10005, [email protected]; shareholders can call toll-free: (888) 542-7446, banks and brokers can call collect: (212) 269-5550.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation / Recommendation statement, Novo Nordisk and Dicerna file annual, quarterly and ongoing reports and further information with the SEC. The documents filed by Novo Nordisk and Dicerna with the SEC are also available to the public free of charge through commercial document search services and on the website maintained by the SEC at www.sec.gov.