Press Release February 25, 2021

Pandion Therapeutics to be Acquired by Merck For $1.85 Billion

The Mergers & Acquisitions and Life Sciences teams advised Centerview Partners, financial advisor to Pandion Therapeutics, Inc. (Nasdaq: PAND), on the definitive agreement pursuant to which Merck, through a subsidiary, will acquire Pandion for $60 per share in cash, representing an approximate total equity value of $1.85 billion.

Under the terms of the acquisition agreement, Merck, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Pandion. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Pandion’s shares of fully-diluted common stock, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Upon the successful completion of the tender offer, Merck’s acquisition subsidiary will be merged into Pandion, and any remaining shares of common stock of Pandion will be canceled and converted into the right to receive the same $60 per share price payable in the tender offer. The transaction is expected to close in the first half of 2021.

Centerview Partners is a leading independent investment banking and advisory firm. The firm provides advice on mergers and acquisitions, financial restructurings, valuation, and capital structure to companies, institutions and governments. Since its founding in 2006, Centerview has advised on nearly $3 trillion of transactions.

Pandion Therapeutics is developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases. Pandion’s TALON (Therapeutic Autoimmune reguLatOry proteiN) drug design and discovery platform enables the company to create a pipeline of product candidates using immunomodulatory effector modules, with the ability to also combine an effector module with a tissue-targeted tether module in a bifunctional format.

The Goodwin team was led by Stuart Cable, James Matarese and Blake Liggio.

For additional details on the transaction, please read the press release.