Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (“HSR”), in connection with
Novo Nordisk’s cash tender offer for Dicerna expired at 11:59 p.m.,
Eastern Time, on December 24, 2021.
As previously announced on November 18, 2021, Novo Nordisk
commenced a cash tender offer to purchase all outstanding shares of
Dicerna common stock for $38.25 per share in cash, without interest
and subject to any withholding of taxes. The expiration of the HSR
waiting period satisfies one of the conditions necessary for the
consummation of the tender offer. Other conditions remain to be
satisfied, including, among others, a minimum tender of shares
representing one more share than 50% of the sum of the total number
of Dicerna shares outstanding at the time of the expiration of the
offer. Unless the tender offer is extended, the offer and
withdrawal rights will expire at 5:00 p.m., Eastern Time, on
December 27, 2021.
About Dicerna
Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) is a
biopharmaceutical company focused on discovering, developing and
commercializing medicines that are designed to leverage ribonucleic
acid interference (RNAi) to silence selectively genes that cause or
contribute to disease. Using our proprietary GalXC™ and GalXC-Plus™
RNAi technologies, Dicerna is committed to developing RNAi-based
therapies with the potential to treat both rare and more prevalent
diseases. By silencing disease-causing genes, Dicerna’s GalXC
platform has the potential to address conditions that are difficult
to treat with other modalities. Initially focused on
disease-causing genes in the liver, Dicerna has continued to
innovate and is exploring new applications of its RNAi technology
with GalXC-Plus, which expands on the functionality and application
of our flagship liver-targeted GalXC technology to tissues and cell
types outside the liver, and has the potential to treat diseases
across multiple therapeutic areas. In addition to our own pipeline
of core discovery and clinical candidates, Dicerna has established
collaborative relationships with some of the world’s leading
pharmaceutical companies, including Novo Nordisk A/S, Roche, Eli
Lilly and Company, Alexion Pharmaceuticals, Inc., Boehringer
Ingelheim International GmbH and Alnylam Pharmaceuticals, Inc.
Between Dicerna and our collaborative partners, we currently have
more than 20 active discovery, preclinical or clinical programs
focused on cardiometabolic, viral, chronic liver and
complement-mediated diseases, as well as neurodegenerative diseases
and pain. At Dicerna, our mission is to interfere – to silence
genes, to fight disease, to restore health. For more information,
please visit www.Dicerna.com.
Forward-Looking Statements
The information contained in this communication is as of
December 25, 2021. Dicerna assumes no obligation to update
forward-looking statements contained in this communication as the
result of new information or future events or developments, except
as may be required by law.
This communication contains forward-looking information related
to Dicerna and the proposed acquisition of Dicerna that involves
substantial risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statements. Forward-looking statements in this communication
include, among other things, statements about the potential
benefits of the proposed acquisition; the parties’ ability to
satisfy the conditions to the consummation of the tender offer and
the other conditions to the consummation of the acquisition;
statements about the expected timetable for completing the
transaction; Dicerna’s plans, objectives, expectations and
intentions, the financial condition, results of operations and
business of Dicerna, Dicerna’s product candidates and Dicerna’s
GalXC™ and GalXC-Plus™ RNAi technologies; and the anticipated
timing of closing of the proposed acquisition.
Risks and uncertainties include, among other things, risks
related to the satisfaction or waiver of the conditions to closing
the proposed acquisition in the anticipated timeframe or at all;
uncertainties as to how many of Dicerna’s stockholders will tender
their shares of Dicerna common stock in the tender offer and the
possibility that the acquisition does not close; the possibility
that competing offers may be made; risks related to obtaining the
requisite consents to the acquisition, including, without
limitation and the timing (including possible delays); disruption
from the transaction making it more difficult to maintain business
and operational relationships; significant transaction costs; the
risks and uncertainties inherent in research and development,
including risks associated with Dicerna’s ability to obtain and
maintain necessary approvals from the FDA and other regulatory
authorities; initiate preclinical studies and clinical trials of
its product candidates; advance its product candidates in
preclinical research and clinical trials; replicate in clinical
trials positive results found in preclinical studies; advance the
development of its product candidates under the timelines it
anticipates in current and future clinical trials; obtain, maintain
or protect intellectual property rights related to its product
candidates; manage expenses; and raise the substantial additional
capital needed to achieve its business objectives.
Further descriptions of risks and uncertainties relating to
Dicerna can be found in Dicerna’s Registration Statement on Form
S-1, as amended, Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021, and subsequent Current Reports on
Form 8-K, all of which are filed with the SEC and available at
www.sec.gov and
https://investors.dicerna.com/investor-relations.
These forward-looking statements are based on numerous
assumptions and assessments made by Dicerna in light of its
experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and
other factors it believes are appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. Although it is
believed that the expectations reflected in the forward-looking
statements in this communication are reasonable, no assurance can
be given that such expectations will prove to have been correct and
persons reading this communication are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this communication.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Dicerna, nor is it a substitute for any tender offer
materials that Novo Nordisk or Dicerna have filed with the SEC.
Novo Nordisk has filed a Tender Offer Statement on Schedule TO with
the SEC containing an offer to purchase all of the outstanding
shares of Dicerna common stock for $38.25 per share, and Dicerna
has filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the tender offer. DICERNA’S
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, have been sent to all stockholders of Dicerna at no
expense to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement are available for free at the
SEC’s website at www.sec.gov. Additional copies may be obtained for
free by contacting Novo Nordisk or Dicerna. Copies of the documents
filed with the SEC by Dicerna will be available free of charge on
Dicerna’s internet website at
https://investors.dicerna.com/investor-relations or by contacting
Dicerna’s investor relations contact at +1 617-514-2275. Copies of
documents filed by Novo Nordisk are available free of charge on
Novo Nordisk’s internet website at www.novonordisk.com or by
directing requests for such materials to the information agent for
the offer, D.F. King, 48 Wall Street, 22nd Floor, New York, New
York 10005, drna@dfking.com; stockholders may call toll free: (888)
542-7446, banks and brokers may call collect: (212) 269-5550.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Novo Nordisk and Dicerna
file annual, quarterly and current reports and other information
with the SEC. Novo Nordisk’s and Dicerna’s filings with the SEC are
also available for free to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211225005009/en/
Media: Amy Trevvett +1 617-612-6253
atrevvett@dicerna.com
Investors: Kristen K. Sheppard, Esq. +1 617-514-2275
ksheppard@dicerna.com
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