The Mergers + Acquisitions team advised the Special Committee of the Board of Directors of NantKwest (NASDAQ: NK) in connection with NantKwest’s agreement to merge with ImmunityBio in a stock-for-stock transaction. The combination will create a leading immunotherapy and cell therapy company focused on oncology and infectious disease.
The transaction is structured as a tax-free 100% stock-for-stock merger, with ImmunityBio to reverse merge with NantKwest. Under the terms of the agreement, ImmunityBio shareholders will receive a fixed exchange ratio of 0.8190 shares of NantKwest for each share of ImmunityBio owned. A Special Committee of the NantKwest Board of Directors, consisting of independent Directors, undertook a thorough review of the transaction and unanimously recommended that the company proceed with the transaction. The transaction, expected to close in the first half of 2021, is subject to shareholder approval by a majority of unaffiliated shareholders of NantKwest, in addition to other customary closing conditions. Following the closing of the transaction, the combined company will assume the ImmunityBio name and continue to be listed on the NASDAQ under ticker symbol “IBRX.”
NantKwest is an innovative, clinical-stage, immunotherapy company focused on harnessing the power of the innate immune system to treat cancer and infectious diseases. NantKwest is the leading producer of clinical dose forms of off-the-shelf natural killer (NK) cell therapies. The activated NK cell platform is designed to destroy cancer and virally-infected cells.
The Goodwin team was led by Stuart Cable, Lisa Haddad and Lillian Kim with assistance from Tobias Schad, William Stanton, Michael Fahner, Stephen Kim and Stephanie Barbanell and included Robert Crawford, Janet Andolina, Julie Tibbets, Andy Barton, Deborah Birnbach, Koray Bulut, Delphine O'Rourke, Sabrina Poulos, Ai Tajima, Jacqueline Klosek, Jennifer Ford, Patty Shields, Martha, Koroshetz, Sarah Stoiber, Nicole Fontes, Kara Kuritz, Garrett Gaughan, Elizabeth Mulkey, Sarah Wicks, Leslie Nash, Katherine Dacey, Autumn Dacey, Simone Otenaike and Yingying Cai.
For additional details on the merger, please read the press release.