Fenwick Represents Caldera Therapeutics in Merger Agreement with Synlogic and $278M Concurrent Private Placement

Fenwick is representing Caldera Therapeutics, a privately held clinical-stage biotechnology company, in its merger agreement with Synlogic, Inc. (OTC: SYBX), a biopharmaceutical company.

The combination will be accomplished by both companies becoming wholly-owned subsidiaries of a newly formed holding company. Upon closing, the combined company plans to operate under the name Caldera Therapeutics, Inc. and intends to apply to trade on the Nasdaq Capital Market under the ticker symbol “CALD.” In support of the proposed merger, Caldera has secured commitments for an upsized concurrent private placement expected to generate approximately $278 million in gross proceeds from a syndicate of leading healthcare institutional investors and mutual funds, including Bain Capital Life Sciences, TCGX, Atlas Venture, venBio Partners, Omega Funds, Blackstone Multi-Asset Investing, LAV, Wellington Management, Janus Henderson Investors, Sirenia Capital Management LP, Vivo Capital, several additional mutual funds and other institutional investors. More information can be obtained from Caldera’s announcement.

The Fenwick transaction team includes corporate partners Effie Toshav, David Michaels, Amanda Rose and Ryan Mitteness and associates Jordan Beals, Lexi Smith, Spencer Leroux, Doo Soo Kim, Raffi Terteryan and Ross Willmot; technology transactions partner Jake Handy and associates Kehl Sink and Emma Phillips; executive compensation and employee benefits partner Liz Gartland and associates Rachel Coffey and Christian Ingrassia; privacy and cybersecurity partner Ana Razmazma, counsel Sari Ratican and associate Kayla Tanaka; and tax partner Willam Skinner and associate Justin Folk.