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Fairness Opinion: De-SPAC Transaction for T-Cell Therapeutics Company

SPAC Seeks Independent Valuation of Target Company in T-Cell Therapeutics

Background

A special purpose acquisition company (SPAC) was contemplating entering into a Business Combination Agreement and Plan of Reorganization with a pre-revenue private company focusing on developing T-cell-based therapeutics to treat both hematologic and solid tumor cancers.  The SPAC retained RNA to render an opinion as to whether the merger consideration to be issued by the SPAC in the transaction would be fair, from a financial point of view, to the SPAC.

Approach

Performed extensive due diligence, including conducting multiple interviews with the target company’s current and prospective management team and reviewing scientific publications and other public information to compare the target company’s technology to others in the same sector.

Valued the target company using three Market Approaches: private company transactions; public company market values; and licensing transactions.

Outcomes

RNA presented its findings to the SPAC’s Board of Directors and rendered a written opinion which concluded that the merger consideration to be issued by the SPAC was fair, from a financial point of view, to the SPAC.

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