IGM Biosciences Enters into Agreement to Be Acquired by Concentra Biosciences for $1.247 in Cash per Share Plus a Contingent Value Right

Rhea-AI Summary

IGM Biosciences (NASDAQ: IGMS), a biotechnology company focused on engineered IgM-based therapeutic antibodies, has announced a definitive merger agreement to be acquired by Concentra Biosciences in a structured deal.

The transaction includes $1.247 in cash per share plus a non-tradeable contingent value right (CVR). The CVR entitles shareholders to receive 100% of IGM's closing net cash exceeding $82.0 million and 80% of net proceeds from any disposition of certain product candidates and intellectual property within one year post-closing.

Concentra will commence a tender offer by July 16, 2025, with the merger expected to close in August 2025. The deal requires majority shareholder approval and minimum cash conditions of $82.0 million at closing.

Positive

• Board of Directors unanimously approved the merger as being in the best interests of shareholders
• Shareholders receive immediate cash value plus potential additional returns through CVR
• 100% participation in excess cash above $82.0 million through CVR
• 80% share in potential proceeds from asset sales within first year post-closing

Negative

• Relatively low cash consideration of $1.247 per share
• CVR value is contingent and uncertain
• Limited one-year window for additional value realization through asset sales
• Minimum cash requirement of $82.0 million could affect deal closure

Insights

Biotech M&A Specialist

IGM Biosciences' acquisition by Concentra at $1.247/share plus CVR reflects challenging biotech market conditions and likely cash conservation strategy.

The acquisition of IGM Biosciences by Concentra Biosciences reveals several critical insights about both the company's situation and broader biotech market dynamics. The $1.247 per share cash offer represents an extremely low valuation for a clinical-stage biotech company with engineered IgM antibody technology. This pricing strongly suggests IGM has been facing significant operational challenges.

The deal's structure includes a non-tradeable contingent value right (CVR) with two components: 100% of closing net cash exceeding $82 million and 80% of proceeds from any asset sales within one year post-closing. This structure indicates Concentra is primarily acquiring IGM for its cash reserves while providing shareholders potential upside if assets generate value.

The $82 million cash threshold requirement at closing is particularly revealing - it signals that IGM's primary value to the acquirer is its cash position rather than its pipeline or technology platform. This type of deal structure typically emerges when a biotech company has struggled to demonstrate sufficient clinical progress to justify continued independent operation.

The unanimous board approval suggests directors believe this exit, despite the low per-share price, represents the best available option for shareholders given IGM's circumstances. The quick expected closing timeframe (August 2025) indicates limited regulatory concerns and a straightforward transaction focused on preserving remaining shareholder value rather than a strategic acquisition based on pipeline synergies.

MOUNTAIN VIEW, Calif., July 01, 2025 (GLOBE NEWSWIRE) -- IGM Biosciences, Inc. (Nasdaq: IGMS), a biotechnology company that has focused on developing engineered IgM-based therapeutic antibodies, today announced that it has entered into a definitive merger agreement (the “Merger Agreement”) with Concentra Biosciences, LLC (“Concentra”), whereby Concentra will acquire IGM Biosciences for $1.247 in cash per share of IGM Biosciences common stock (“Common Stock”), plus one non-tradeable contingent value right (“CVR”), which represents the right to receive: (i) 100% of the closing net cash of IGM Biosciences in excess of $82.0 million; and (ii) 80% of any net proceeds received within one year following closing from any disposition of certain of IGM Biosciences’ product candidates and intellectual property that occurs within one year following closing, each pursuant to a contingent value rights agreement (the “CVR Agreement”).

The IGM Biosciences Board of Directors has unanimously determined that the acquisition by Concentra is in the best interests of all IGM Biosciences stockholders and has approved the Merger Agreement and related transactions.

Pursuant and subject to the terms of the Merger Agreement, Concentra will commence a tender offer (the “Offer”) by July 16, 2025 to acquire all outstanding shares of Common Stock. Closing of the Offer is subject to certain conditions, including the tender of voting Common Stock representing at least a majority of the total number of outstanding shares of voting Common Stock, the availability of at least $82.0 million of cash (net of transaction costs and other liabilities at closing), and other customary closing conditions. The merger transaction is expected to close in August 2025.

Advisors

Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to IGM Biosciences. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.

About IGM Biosciences, Inc.

IGM Biosciences is a biotechnology company that has focused on developing engineered IgM-based therapeutic antibodies. For more information, visit https://igmbio.com/.
   
Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding IGM Biosciences’ beliefs and expectations and statements about the Offer, the merger and related transactions contemplated by the Merger Agreement and the CVR Agreement (the “Transactions”), the ability to complete the transactions contemplated by the Merger Agreement, including the ability to satisfy the conditions to the consummation of the Offer contemplated thereby and the other conditions set forth in the Merger Agreement, the timing of the Transactions, the potential effects of the proposed Transactions on IGM Biosciences and the potential payment of proceeds to IGM Biosciences’ stockholders, if any, pursuant to the CVR Agreement. These statements may be identified by their use of forward-looking terminology including, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” and “would,” and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that various closing conditions set forth in the Merger Agreement may not be satisfied or waived, including uncertainties as to the percentage of IGM Biosciences’ stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the risk that the Transactions may not be completed in a timely manner, or at all, which may adversely affect IGM Biosciences’ business and the price of its common stock; significant costs associated with the proposed Transactions; the risk that any stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; the risk that activities related to the CVR Agreement may not result in any value to IGM Biosciences’ stockholders; and other risks and uncertainties discussed in IGM Biosciences’ most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2025 and the Amendment No. 1 to Annual Report on Form 10-K filed with the SEC on April 30, 2025 as well as in IGM Biosciences’ subsequent filings with the SEC. As a result of such risks and uncertainties, IGM Biosciences’ actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. There can be no assurance that the proposed Transactions will in fact be consummated. IGM Biosciences cautions investors not to unduly rely on any forward-looking statements.

The forward-looking statements contained in this press release are made as of the date hereof, and IGM Biosciences undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

Additional Information and Where to Find It

The Offer described in this press release has not yet commenced, and this press release is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of IGM Biosciences or any other securities, nor is it a substitute for the tender offer materials that Concentra will file with the SEC on commencement of the Offer. On the commencement date of the Offer, Concentra will file with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, and IGM Biosciences will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. The Offer to purchase the outstanding shares of Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by IGM Biosciences under the “SEC Filings” subsection of IGM Biosciences’ website at https://investor.igmbio.com/. The information contained in, or that can be accessed through, IGM Biosciences’ website is not a part of, or incorporated by reference herein. 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, IGM Biosciences files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by IGM Biosciences with the SEC for free on the SEC’s website at www.sec.gov.

Contact

Argot Partners
David Pitts
212-600-1902
igmbio@argotpartners.com

FAQ

What is the acquisition price for IGM Biosciences (NASDAQ: IGMS)?

Concentra Biosciences will acquire IGM Biosciences for $1.247 in cash per share plus a non-tradeable contingent value right (CVR).

When will the IGM Biosciences acquisition by Concentra close?

The merger transaction is expected to close in August 2025, following a tender offer that will commence by July 16, 2025.

What are the conditions for the IGM Biosciences merger to close?

Key conditions include majority shareholder approval, minimum cash of $82.0 million at closing (net of costs and liabilities), and other customary closing conditions.

What does the CVR in the IGM Biosciences acquisition include?

The CVR includes 100% of closing net cash above $82.0 million and 80% of net proceeds from any product candidate or IP sales within one year after closing.

Who are the advisors for the IGM Biosciences acquisition?

Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to IGM Biosciences, while Gibson, Dunn & Crutcher LLP is representing Concentra.