Morrison & Foerster represented Adicet Bio, Inc., a privately-held, pre-clinical stage biopharmaceutical company, in its definitive merger agreement with resTORbio, Inc. (Nasdaq: TORC) to create a combined publicly-traded biotechnology company focused on the development of Adicet’s off-the-shelf allogeneic gamma delta T cell therapies for oncology and other indications. Under the terms of the agreement, which was announced on April 29, 2020, Adicet will merge with a wholly-owned subsidiary of resTORbio in an all-stock transaction. Equityholders of Adicet are expected to own 75% of the combined company, which will operate under the name Adicet Bio, Inc. following the closing and is expected to trade on Nasdaq. The transaction is expected to close in the second half of 2020, subject to approvals of each company’s stockholders and other customary closing conditions.
Adicet was founded in 2015 to develop novel off-the-shelf universal immune cell therapies based on gamma delta T cells engineered with chimeric antigen receptors. Adicet’s lead candidate, ADI-001, is a gamma delta CAR-T cell therapy targeting CD20 being developed for non-Hodgkin’s lymphoma. The company said in a statement that its merger with resTORbio will provide Adicet “with the resources to rapidly accelerate the development of its unique product candidates based on this platform and leverage our cGMP manufacturing process to create best-in-class therapies for patients in need.”
The MoFo team that advised Adicet was led by San Diego corporate partners Jim Krenn and Jay de Groot and included San Diego partner Steve Rowles and corporate associates Brennen Brodersen and Kevin McKenna, among others.
Read the companies’ press release.