Goodwin Advises Fulcrum Therapeutics on Merger with Slate Medicines and $245 Million Private Placement Financing

The Life Sciences and Public M&A teams advised Fulcrum Therapeutics (Nasdaq: FULC) in its definitive merger agreement to combine with Slate Medicines in an all-stock transaction. The combined company will focus on advancing Slate’s pipeline of next-generation therapeutics for the treatment of migraine and is expected to trade on Nasdaq under the ticker symbol “SLTE.”

In connection with the merger, Slate Medicines has secured commitments for an oversubscribed concurrent private placement of $245 million from a syndicate of leading healthcare investors led by Frazier Life Sciences and including participation from Forbion, RA Capital Management, Deep Track Capital, Foresite Capital, OrbiMed, RTW Investments, and Mingxin Capital.

The merger is subject to customary closing conditions, including, among other things, approval by the stockholders of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger. Fulcrum is expected to contribute approximately $20.3 million in net cash to the combined company and pay a cash dividend of an estimated $270 million immediately prior to the close of the merger to pre-merger Fulcrum stockholders.

Fulcrum Therapeutics is a clinical-stage biopharmaceutical company focused on developing small molecules to improve the lives of patients with rare hematological disorders.

The Goodwin team was led by Tevia Pollard, Marianne Sarrazin, and Mitch Bloom, and included Kelvin Chan, Justice Njoku, Fiona Aromando, Benjamin Rodrigues, Candace Hagey, Evan Lee, Deborah Birnbach, Sarah Bock, Monica Patel, Zoe Li, Dasol Lee, Jennifer Fay, Michael Faikes, Dan Karelitz, Shlomo Gottesman, Theresa Kavanaugh, Gregory Gutierrez, Emily Beman, Frank Qin, Susan Lee, Matt Wetzel, Justin Pierce, Gozde Guckaya, Kuwabo O’Brien, Omer Tene, Kaitlin Betancourt, Jacob Lee, Brian Mukherjee, Amy Koss, Arman Oruc, Simone Waterbury, and Daniel Farraye.

For more information on the deal, please read the press release.