As previously announced, on July 20, 2018, Sangamo Therapeutics, Inc. (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with certain shareholders of TxCell S.A., a Frenchsociété anonyme (“TxCell”), and the Company and TxCell entered into a Tender Offer Agreement (the “TOA”), pursuant to which the Company, directly or through a subsidiary, agreed to acquire 100% of the equity interests of TxCell for approximately €72 million, on a debt-free and cash-free basis.
On October 1, 2018, the Company completed the acquisition of approximately 53% of the outstanding share capital and voting rights of TxCell pursuant to the SPA (the “Block Transaction”). TxCell will now operate as a subsidiary of the Company. Pursuant to the TOA, the Company, directly or through a subsidiary, will soon commence a cash tender offer (the “Offer”) to acquire all of the ordinary shares of TxCell not held by the Company or any subsidiary of the Company for the same per share price paid in the Block Transaction (i.e., €2.58 per share) (the “Offer Price”). If, following completion of the Offer, as it may be extended, the Company owns at least 95% of the share capital and voting rights of TxCell, the Company plans to acquire the remaining ordinary shares of TxCell for the Offer Price through a compulsorysqueeze-out procedure under French law.
Forward-Looking Statements
This current report on Form8-K contains forward-looking statements regarding the Company’s current expectations. These forward looking statements include, without limitation, statements related to the anticipated launch and completion of the Offer and the expected timing thereof, and the Company’s plan following the anticipated completion of the Offer to acquire the remaining ordinary shares of TxCell for the Offer Price through a compulsorysqueeze-out procedure under French law. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, the Company’s ability to complete the Offer andsqueeze-out procedure on the proposed terms and schedule, including risks and uncertainties related to the receipt of requisite regulatory approvals; and the possibility that the Company may be unable to acquire 100% of the equity interests of TxCell for some period of time, if ever, which may result in increased expenditures and otherwise adversely affect the Company’s business and its ability to realize the anticipated benefits of the acquisition of TxCell. Actual results may differ from those projected in forward-looking statements due to these and other risks and uncertainties that exist in the Company’s operations and business environments. These risks and uncertainties are described more fully in the Company’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on August 8, 2018. Forward-looking statements contained in this current report on Form8-K are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
