leading independent proxy advisory firm iss recommends bridgebio pharma and eidos therapeutics stockholders vote “for” proposed merger

On January 5, 2021 BridgeBio Pharma, Inc. (Nasdaq: BBIO) reported that leading proxy advisory firm Institutional Shareholder Services ("ISS") recommends that BridgeBio stockholders and Eidos Therapeutics, Inc. (Nasdaq: EIDX) stockholders vote "FOR" BridgeBio’s proposed merger with Eidos and each of the other proposals to be considered at both companies’ virtual special meetings to be held on January 19, 2021 (Press release, BridgeBio, JAN 5, 2021, View Source [SID1234576236]).

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Under the proposed merger agreement, BridgeBio has agreed to acquire all of the outstanding common stock of Eidos it does not already own, representing approximately 36.3% of Eidos’ outstanding shares. Eidos stockholders will have the right to receive in the transaction, at their election, either 1.85 shares of BridgeBio common stock or $73.26 in cash per Eidos share in the transaction, up to an aggregate maximum of $175 million of cash. Based on the closing price of $71.11 per share of BridgeBio common stock on the Nasdaq on December 31, 2020, the stock consideration represented approximately $131.55 per share of Eidos common stock.

The BridgeBio board of directors unanimously recommends that BridgeBio stockholders vote "FOR" the proposal to approve the issuance of BridgeBio shares in connection with the merger agreement.

In light of the fact that BridgeBio owns a majority of the issued and outstanding Eidos common stock and certain BridgeBio officers and directors also serve on the Eidos board, the Eidos board formed a special committee of independent directors (the "Eidos special committee") to consider and negotiate the terms and conditions of the merger and to make a recommendation to the Eidos board. The Eidos special committee recommends that Eidos stockholders vote "FOR" the proposal to approve the merger with BridgeBio as well as additional proposals to be considered at the Eidos special meeting.

The merger is expected to be consummated by the end of the first calendar quarter of 2021, subject to the receipt of the required approvals from both BridgeBio and Eidos stockholders and other customary closing conditions. Following the consummation of the merger, Eidos will become a wholly owned subsidiary of BridgeBio and Eidos’ common stock will no longer be listed on any public market.