Lumos Pharma, Double Point Ventures complete tender offer, acquisition

Lumos Pharma (LUMO) and Double Point Ventures announced the completion of the previously announced tender offer for Lumos Pharma’s shares at a purchase price of $4.25 per share in cash at closing, without interest and less applicable tax withholding and one contingent value right for each share of common stock outstanding, representing the future right to receive additional contingent cash payments upon the achievement of certain milestone events relating to the level of annual global net revenue of LUM-201 up to the year 2037, different transactions involving Lumos Pharma or its assets that occur within 18 months of closing or certain sales, license or similar revenue-generating agreements entered into within 18 months of closing and that are related to Lumos Pharma’s legacy products other than LUM-201. There can be no assurance any payments will be made with respect to the CVRs. The purchase price of $4.25 per share represents a total equity value of approximately $38 million, a premium of 7.6% to Lumos Pharma’s closing share price of $3.95 on October 22, 2024, and a premium of 10.5% to Lumos Pharma’s 30-trading-day volume weighted average price as of October 22, 2024. The tender offer expired one minute after 11:59pm Eastern Time on December 11, 2024. As of the expiration of the tender offer, 6,544,417 shares of Lumos Pharma common stock were validly tendered into and not withdrawn pursuant to the offer, representing approximately 75.62% of Lumos Pharma’s outstanding shares. All conditions of the tender offer were satisfied or waived and all shares validly tendered and not validly withdrawn were accepted for payment and DPV or its affiliates is promptly paying for all such tendered shares in accordance with the terms of the tender offer. As a result of its acceptance of the shares tendered in the tender offer, DPV and its affiliates acquired a sufficient number of shares of Lumos Pharma’s common stock to close the merger without the affirmative vote of Lumos Pharma’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law. As such, the merger was completed today, December 12, 2024. With the successful completion of the merger, Lumos Pharma will operate as a standalone business of DPV from its current headquarters in Austin, Texas. Each outstanding share of Lumos Pharma’s common stock that was not validly tendered in the tender offer was cancelled and converted into the right to receive an amount in cash equal to $4.25 per share, without interest and less applicable tax withholding and one CVR. In addition, the common stock of Lumos Pharma ceased to trade on NASDAQ and a notice of delisting with respect to shares of Lumos Pharma is expected to be filed promptly by NASDAQ.