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Gamida Cell Announces Commencement of Restructuring Process Supported by Highbridge Capital Management

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Gamida Cell (Nasdaq: GMDA) is set to receive significant new capital from Highbridge to enhance the commercialization of allogeneic stem cell transplant Omisirge®. The company will become private under Highbridge ownership post Israeli court approval. The restructuring agreement with Highbridge will provide Gamida Cell with a long-term financial runway, including a $30 million capital infusion and conversion of $75 million of Highbridge's existing note into equity. Gamida Cell will issue contingent value rights worth up to $27.5 million to ordinary shareholders. The transaction aims to support the ongoing efforts to make Omisirge available to more transplant centers and patients in need.
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The restructuring agreement between Gamida Cell and Highbridge Capital Management is a significant financial maneuver that addresses the immediate capital needs of Gamida Cell. The infusion of $30 million of new capital and the conversion of $75 million of debt into equity will likely alleviate Gamida Cell's liquidity constraints and provide a more stable platform for the commercialization of Omisirge®. From a financial perspective, the transition from a public to a private entity under Highbridge's ownership could streamline decision-making processes and reduce the financial and administrative burdens associated with public listings.

However, the cancellation of outstanding ordinary shares raises concerns about shareholder value dilution. The issuance of contingent value rights is a mitigating factor, offering existing shareholders a stake in future successes, but it's contingent on achieving specific milestones, which inherently carries risk. This restructuring could be seen as a positive step for the company's long-term viability, yet it also underscores the challenges faced in the biotechnology sector, where capital-intensive R&D and commercialization phases often lead to financial stress.

Omisirge® represents a potentially transformative therapy in the allogeneic stem cell transplant space. The commitment of Highbridge to continue funding post-restructuring suggests a strong belief in the product's market potential. The biotech industry often witnesses such strategic partnerships where a financial entity steps in to rescue a promising therapeutic candidate facing capital shortages. The success of Omisirge® could set a precedent for similar therapies, influencing investment trends within the sector.

It is important to monitor the regulatory and revenue milestones tied to the contingent value rights, as they will determine the realizable value for the former shareholders. The focus on commercialization efforts post-restructuring will be telling of the product's ability to meet market expectations and the company's capacity to execute on its strategy. The outcome of this restructuring could influence investor sentiment towards biotech firms with high-potential, high-risk profiles.

The voluntary Israeli restructuring proceeding is a strategic legal move that allows Gamida Cell to address its financial challenges within a structured framework. The conversion of debt to equity is a common practice in restructuring scenarios, often leading to changes in control and ownership dynamics. The legal implications for shareholders are significant, as their equity is expected to be canceled, which is a standard consequence in such reorganizations.

From a legal standpoint, the issuance of contingent value rights is a noteworthy element of the RSA, as it provides a mechanism for previous shareholders to benefit from potential future successes without retaining traditional equity. This reflects a balanced approach to addressing the interests of both the company and its shareholders. The closing of the transaction, contingent upon Israeli court approval, is a procedural step that will solidify the new capital structure and ownership.

Company expected to receive significant new capital from Highbridge to bolster the commercialization of allogeneic stem cell transplant Omisirge® (omidubicel-onlv)

Gamida Cell to become a private company under ownership of Highbridge following
Israeli court approval

BOSTON and NEW YORK, March 27, 2024 (GLOBE NEWSWIRE) -- Gamida Cell Ltd. (Nasdaq: GMDA), a cell therapy pioneer working to turn cells into powerful therapeutics, today announced that it has entered into a Restructuring Support Agreement (the “RSA” or “transaction”) with certain funds managed by Highbridge Capital Management, LLC (“Highbridge”), the Company’s principal lender. The transaction is anticipated to provide Gamida Cell with a long-term financial runway and support the ongoing commercialization of Omisirge® (omidubicel-onlv) and is expected to be completed through a voluntary Israeli restructuring proceeding.

“In March 2023, Gamida Cell embarked on an extensive strategic process to address its capital structure and liquidity constraints by partnering Omisirge with a third party,” said Abbey Jenkins, President and Chief Executive Officer of Gamida Cell. “Unfortunately, that process did not yield any actionable alternatives. This restructuring will enable Gamida Cell to remain as a going concern and will support our ongoing efforts to make Omisirge available to more transplant centers and their patients as a potentially lifesaving donor source option.”

Contemplated under the terms of the RSA, and upon closing:

  • Highbridge will convert $75 million of its existing unsecured convertible senior note into equity in the Company.
  • The Company will receive $30 million of new capital from Highbridge on the effective date of the restructuring. This capital infusion, along with additional capital expected to be invested by Highbridge following the Company’s emergence, should position the Company to meet its goals around the commercialization of Omisirge.
  • Gamida Cell will become a private company, wholly owned by Highbridge, and the Company’s outstanding ordinary shares are expected to be canceled.
  • The newly reorganized Gamida Cell will issue contingent value rights with a potential aggregate maximum value of $27.5 million to holders of Gamida Cell’s ordinary shares, subject to the achievement of certain revenue and regulatory milestones within specified time frames.

“Despite Gamida Cell’s financial struggles, we believe in the potential of Omisirge to fulfill an important unmet need in stem cell transplant,” said Jonathan Segal, Co-Chief Investment Officer at Highbridge Capital Management. “Subject to an approved budget from the Company’s new board of directors, we intend to provide the Company with additional capital to fund this potentially life-saving therapy. We are hopeful that our continued support of the Company will allow Omisirge to be available for those who need it.”

The Company expects the transaction to close in the second quarter following approval by the Israeli court.

Advisors
Moelis & Company LLC is serving as financial advisor, Cooley LLP is serving as U.S. legal counsel, and Meitar | Law Offices is serving as Israeli legal counsel to Gamida Cell. King & Spalding LLP is serving as U.S. legal counsel and Herzog Fox & Neeman is serving as Israeli legal counsel to Highbridge.

About Gamida Cell
Gamida Cell is a cell therapy pioneer working to turn cells into powerful therapeutics. The company’s proprietary nicotinamide (NAM) technology leverages the properties of NAM to enhance and expand cells, creating allogeneic cell therapy products and candidates that are potentially curative for patients with hematologic malignancies. These include Omisirge® (omidubicel-onlv), an FDA-approved nicotinamide modified allogeneic hematopoietic progenitor cell therapy, and GDA-201, an intrinsic NK (natural killer) cell therapy candidate being investigated for the treatment of hematologic malignancies. For additional information, please visit www.gamida-cell.com or follow Gamida Cell on LinkedIn, X, Facebook or Instagram.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any statement describing Gamida Cell’s goals, expectations, financial or other projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements, including those with respect to the curative therapeutic and commercial potential of Omisirge® (omidubicel-onlv), continued commercialization of and patient access to Omisirge® (omidubicel-onlv), financial runway of Gamida Cell, Gamida Cell’s ability to complete a transaction supported by Highbridge pursuant to the RSA, and Gamida Cell’s ability to secure the Israeli court’s approval of the transaction are subject to a number of risks, uncertainties and assumptions. These risks, uncertainties and assumptions include those related to clinical, scientific, regulatory and technical developments and those inherent in the process of developing and commercializing product candidates that are safe and effective for use as human therapeutics, and as to the pursuit of the transactions contemplated under the RSA, the risk that no transaction may result. In light of these risks and uncertainties, and other risks and uncertainties that are described in the Risk Factors section and other sections of Gamida Cell’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 27, 2024, and other filings that Gamida Cell makes with the SEC from time to time (which are available at www.sec.gov), the events and circumstances discussed in such forward-looking statements may not occur, and Gamida Cell’s actual results could differ materially and adversely from those anticipated or implied thereby. Although Gamida Cell’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Gamida Cell. As a result, you are cautioned not to rely on these forward-looking statements.

OMISIRGE® is a registered mark of Gamida Cell Ltd. © 2024 Gamida Cell Ltd. All Rights Reserved.

Contacts

Investors
Chuck Padala 
LifeSci Advisors 
Chuck@lifesciadvisors.com 
1-646-627-8390 

Media
Mike Kuczkowski 
Orangefiery
media@orangefiery.com
917-865-3213

For Highbridge Capital Management
press@highbridge.com


FAQ

What is the ticker symbol of Gamida Cell ?

The ticker symbol of Gamida Cell is GMDA.

What is the purpose of the restructuring support agreement between Gamida Cell and Highbridge?

The purpose of the restructuring support agreement is to provide Gamida Cell with new capital to enhance the commercialization of Omisirge® and ensure the company's financial stability.

How much new capital is Gamida Cell expected to receive from Highbridge?

Gamida Cell is expected to receive $30 million of new capital from Highbridge as part of the restructuring agreement.

What will happen to Gamida Cell's ordinary shares after the restructuring?

Gamida Cell's outstanding ordinary shares are expected to be canceled, and the company will become a private entity wholly owned by Highbridge.

What are contingent value rights in the context of Gamida Cell's restructuring?

Contingent value rights with a potential aggregate maximum value of $27.5 million will be issued to holders of Gamida Cell's ordinary shares, subject to meeting specific revenue and regulatory milestones.

Gamida Cell Ltd.

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