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iTeos Therapeutics, Inc. (NASDAQ:ITOS), a biotechnology company with a market capitalization of approximately $449 million, has completed its merger with Concentra Biosciences, LLC, resulting in iTeos becoming a wholly owned subsidiary of Concentra, according to a press release statement filed with the SEC. InvestingPro data shows the company maintained a strong financial position with a current ratio of 7.5x, indicating robust short-term liquidity before the merger.
The transaction was finalized Friday following the expiration of a tender offer by Concentra to acquire all outstanding shares of iTeos common stock. Shareholders received $10.047 in cash per share and one non-transferable contingent value right (CVR) per share. The CVR entitles holders to potential future payments under the terms of a contingent value rights agreement. According to InvestingPro analysis, iTeos demonstrated strong financial health with minimal debt exposure, maintaining a debt-to-equity ratio of just 0.01 before the merger. Get access to 8 more exclusive InvestingPro Tips about ITOS’s financial position.
Broadridge Corporate Issuer Solutions, LLC, the depositary for the offer, reported that 32,226,407 shares were validly tendered and not withdrawn, representing approximately 72.17% of outstanding shares. This satisfied the minimum tender condition required for the merger to proceed. All other conditions were also met, and Concentra accepted all properly tendered shares for payment.
After completion of the tender offer, Concentra Merger Sub VIII, Inc., a wholly owned subsidiary of Concentra, merged with and into iTeos. iTeos continued as the surviving corporation and is now a wholly owned subsidiary of Concentra. The merger was conducted under Section 251(h) of Delaware law, which did not require a stockholder vote.
At the effective time of the merger, each outstanding share of iTeos common stock, except those owned by Concentra or shareholders exercising appraisal rights, was converted into the right to receive the offer consideration. In addition, certain stock options and restricted stock units were either vested and paid out or canceled, depending on their terms and conditions.
In connection with the merger, iTeos notified Nasdaq and requested suspension of trading in its shares before the market opened Friday. Nasdaq will file to delist iTeos shares, and the company intends to terminate its registration and reporting obligations with the SEC. The merger comes after iTeos shares showed significant momentum, posting a 40% gain over the past six months despite challenging market conditions.
Following the merger, all members of the iTeos board of directors resigned. The directors and officers of Concentra Merger Sub VIII, Inc. became the directors and officers of the surviving company.
This summary is based on a press release statement filed with the SEC.
In other recent news, iTeos Therapeutics has seen several notable developments. Leerink Partners has adjusted its price target for iTeos Therapeutics, lowering it from $12.00 to $10.00, while maintaining a Market Perform rating. This adjustment comes amid the anticipated acquisition of iTeos by Concentra Biosciences, LLC, a privately-held firm. The acquisition is expected to proceed despite being priced below iTeos’s trading value prior to the announcement and Leerink’s cash estimates post-wind down. Additionally, there has been a change in the company’s Board of Directors, as Tim Van Hauwermeiren resigned from his position. His resignation, effective immediately, was not due to any disagreements with the company or its management. These updates reflect ongoing strategic and structural changes within iTeos Therapeutics.
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