Ultragenyx Pharmaceutical to Acquire Dimension Therapeutics

10/2/17

CAMBRIDGE, Mass., Oct. 02, 2017 (GLOBE NEWSWIRE) -- Dimension Therapeutics, Inc. (NASDAQ:DMTX) announced today that the Dimension Board of Directors has determined that an unsolicited proposal received from Ultragenyx Pharmaceutical Inc. (NASDAQ:RARE) constitutes a “Superior Proposal” as defined in Dimension’s existing merger agreement with REGENXBIO Inc. (NASDAQ:RGNX), dated as of August 24, 2017. In connection with that determination, Ultragenyx has delivered a binding acquisition agreement subject solely to acceptance by Dimension of the terms thereof. The binding Ultragenyx agreement provides for Ultragenyx’s acquisition of all outstanding shares of Dimension common stock at a purchase price of $6.00 per share.

Dimension notified REGENXBIO of the Dimension Board’s determination, following which REGENXBIO agreed in writing that it is not exercising its right under the REGENXBIO Merger Agreement to negotiate a possible amendment of that agreement to match or exceed Ultragenyx’s proposal and has waived its matching rights. Dimension is not permitted to enter into Ultragenyx’s merger agreement or to change its recommendation in favor of the REGENXBIO transaction until Dimension satisfies certain other requirements under the REGENXBIO Merger Agreement, which are currently anticipated to be satisfied on or about October 2, 2017.

Under the REGENXBIO Merger Agreement, Dimension is required to pay a $2,850,000 termination fee to REGENXBIO if the Dimension Board terminates the REGENXBIO Merger Agreement in order to enter into an agreement with Ultragenyx. Ultragenyx has agreed to pay the termination fee to REGENXBIO on Dimension’s behalf in such event. Dimension would be required to repay Ultragenyx for the REGENXBIO termination fee under certain circumstances in connection with a termination of Ultragenyx’s merger agreement.

At this time, Dimension remains subject to the REGENXBIO Merger Agreement and the Dimension Board has not changed its recommendation in support of the REGENXBIO transaction, the existing REGENXBIO Merger Agreement, or its recommendation that Dimension’s stockholders adopt and approve the REGENXBIO Merger Agreement. There can be no assurances that a transaction with Ultragenyx will result from Ultragenyx’s proposal, or that any other transaction will be consummated.

About Dimension Therapeutics, Inc.

Dimension Therapeutics, Inc. (NASDAQ:DMTX) is a leader in discovering and developing new therapeutic products for people living with devastating rare and metabolic diseases associated with the liver, based on the most advanced mammalian adeno-associated virus (AAV) gene delivery technology. Dimension is actively progressing its broad pipeline, which features programs addressing unmet needs for patients suffering from inherited metabolic diseases, including OTC deficiency and GSDIa, and a collaboration with Bayer in hemophilia A. Dimension has initiated a phase 1/2 clinical trial with DTX301 for the treatment of OTC deficiency. The company targets diseases with readily identifiable patient populations, highly predictive preclinical models, and well-described, and often clinically validated, biomarkers. Founded in 2013, Dimension maintains headquarters in Cambridge, Massachusetts.

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