The Public M&A team advised Trillium Therapeutics (NASDAQ/TSX: TRIL) in its definitive agreement to be acquired by Pfizer. Under the terms of the agreement, Pfizer will acquire all outstanding shares of Trillium not already owned by Pfizer for an implied equity value of $2.26 billion, or $18.50 per share, in cash. This represents a 118% premium to the 60-day weighted average price for Trillium. In September 2020, as part of the Pfizer Breakthrough Growth Initiative, Pfizer invested $25 million in Trillium.
The proposed acquisition of Trillium is to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions, including approval of 66⅔% of the votes cast by Trillium shareholders, voting together as one class, at a special meeting of Trillium and approval of 66⅔% of the votes cast by Trillium shareholders and warrant holders, voting together as one class, at a special meeting of Trillium. Completion of the acquisition is also subject to court and regulatory approval, as well as certain other closing conditions customary for transactions of this nature.
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The company’s two clinical programs, TTI-622 and TTI-621, target CD47, a “don’t eat me” signal that cancer cells frequently use to evade the immune system.
The Goodwin team was led by Lisa Haddad, Stuart Cable and Lillian Kim with invaluable assistance from Sheran Sharafi, Bryan Kultgen and Margaret Rutherfurd and included James Barrett, Robert Puopolo, Alexandra Denniston, Sarah Bock, James Devendorf, Andre Amorim, James Oh, Arman Oruc, Simone Waterbury, Michael Casaburi, Daniel Karelitz, Nicole Spiteri, Leon Peschel, Timothy Holahan, Ana Alvarado, Catherine McCarty, Paresh Kumar, Stephanie Philbin, Lauren Farruggia, Deborah Birnbach, Delphine O’Rourke, Simone Otenaike, Justin Pierce, Jacqueline Klosek and Alex Intile.
For additional details on the acquisition, please read the press release.