The Life Sciences and Public M&A teams advised Aerovate Therapeutics (Nasdaq: AVTE) in its definitive merger agreement to combine with Jade Biosciences in an all-stock transaction. The resulting entity will focus on advancing Jade’s portfolio of novel biologics, including JADE-001, a promising anti-APRIL monoclonal antibody for IgA nephropathy. The combined company is expected to trade on Nasdaq under the ticker symbol “JBIO.”
In connection with the merger, Jade Biosciences has secured commitments for a planned concurrent $300 million financing with participation from a syndicate of healthcare investors led by Fairmount, Venrock Healthcare Capital Partners, and a large investment firm, with participation from leading investment management firms. The financing includes common stock and pre-funded warrants to purchase additional shares of common stock and reflects the conversion of the previously issued $95 million convertible notes.
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. Aerovate is not expected to contribute funds to the new entity and expects to pay a dividend of approximately $65 million to pre-merger Aerovate stockholders immediately prior to the closing of the merger.
Aerovate Therapeutics is a biotechnology company that was focused on improving the lives of patients with rare cardiopulmonary disease.
The Goodwin team was led by Tevia Pollard, Edwin O’Connor and Sheran Sharafi, and included Jinal Sharma, Monika Wagner, Jason Wu and Krisn Modi (Public M&A), Alicia Tschirhart, Kathryn Clerici, Amanda Rae Schwarzenbart and Megan Riley (Corporate), Sarah Bock, Andre Amorim and Chris Jones (Employee Benefits), Tim Holahan and Lauren NuDelman (Labor and Employment), Dan Karelitz and Cecily Xi (Tax), Caroline Bullerjahn and Jordan Benson (Litigation), Justin Pierce, Gozde Guckaya and Katerina Dee (Global Trade), Roger Cohen and Heath Ingram (Healthcare), Julie Tibbets and Javier Gonzalez Rivera (FDA Regulatory), Chris Denn, Jacob Harrison Margolis and Frank Ruofan Qin (Licensing), Brian Mukherjee (Insurance), Jackie Klosek and Karl Dragosz (Privacy), and Arman Oruc, John Goheen, Simone Waterbury and Arom Yun (Antitrust).
For more information on the deal, please read the press release.