Full Press Release Details
and TCR² Therapeutics Announce Strategic Combination to Create a Preeminent Cell Therapy Company for Solid Tumors
clinical data with clear paths to products and multiple near-term value-creating catalysts
technology platforms designed to treat solid tumors which represents a substantial market opportunity largely unaddressed by cell therapies
closing of the transaction, cash runway extended into 2026
the all-stock transaction, currently expected to close in Q2 2023, Adaptimmune shareholders will own ~75% and TCR² Therapeutics
stockholders will own ~25% of the combined company
to host a joint Webcast today, March 6, 2023, at 8:00 a.m. EST (1:00 p.m. GMT)
PA., OXFORD, UK, and CAMBRIDGE, Mass.,
March 6, 2023 - Adaptimmune Therapeutics plc (Nasdaq: ADAP) and TCR² Therapeutics Inc. (Nasdaq: TCRR), today announced
entry into a definitive agreement under which Adaptimmune will combine with TCR² in an all-stock transaction to create a preeminent
cell therapy company focused on treating solid tumors. The combination provides extensive benefits for clinical development and product
delivery supported by complementary technology platforms. As a result, and following the closing of the transaction, it is anticipated
that the combined company's cash runway will extend into 2026.
franchises for the combined company utilize engineered T-cell therapies targeting MAGE-A4 and mesothelin. These targets are expressed
on a broad range of solid tumors and are supported by compelling early- and late-stage clinical data. The combined company also has a
preclinical pipeline of additional target opportunities with development initially focused on PRAME and CD70.
Adaptimmune's Chief Executive Officer: "This strategic combination takes two technologically and culturally aligned companies
at the forefront of their fields and combines them to create a preeminent cell therapy company for solid tumors. The combined company
will drive forward its pipeline of cell therapies aimed at treating multiple cancers with high unmet medical needs. This includes gaining
approval for the first engineered TCR T-cell therapy for a solid tumor - afami-cel for the treatment of synovial sarcoma. With
our cash runway anticipated to be extended into 2026 and covering multiple clinical catalysts in cancers with significant market potential,
the combined company is well placed to develop cell therapies as a mainstream option for people with cancer."
Ph.D., President and Chief Executive Officer of TCR2 Therapeutics: "The strategic rationale for this combination
and the operating benefits are highly compelling for both Adaptimmune and TCR² shareholders. The combination of our two companies
not only sets the stage for near-term execution but also positions the new company for the longer-term. We jointly have an array of next-generation
innovations that we will integrate to address the tumor micro-environment using both autologous and allogeneic approaches. Focus and
specialization are critical in the cell therapy space and we believe the combined company has the technologies necessary to succeed.
I am delighted that this combination provides a strong foundation to commercialize curative therapies for people with cancer."
Solid Tumor Opportunity
| - | Solid tumors represent approximately 90% of all cancers. The combined company's clinical programs targeting MAGE-A4 or mesothelin can address multiple solid tumor indications with the potential to treat >300,000 patients per year in the EU and US. | |
| - | For patients with tumors potentially expressing MAGE-A4 and mesothelin, the combined company plans to screen for both targets to identify eligible patients. | |
| - | In addition, the preclinical pipeline, including PRAME and CD70, could expand the addressable population. |
Technology Platforms
| - | The combined company will possess two clinically validated and complementary platforms in SPEAR and TRuC T-cells enabling engagement of both intracellular targets (with SPEAR) and extracellular targets (with TRuC), thus broadening the potential number of addressable cancers. | |
| - | Adaptimmune's proprietary SPEAR T-cell technology is based on the affinity enhancement and engineering of T-cell receptors (TCRs) to target solid tumor-specific peptide: HLA complexes. | |
| - | TCR 2 's proprietary TRuC T-cell technology uses an antibody-based binding domain fused to TCR subunits to reprogram an intact TCR complex to recognize tumor surface antigens. | |
| - | Both technologies can be further leveraged in the combined company's allogeneic platform. |
Talent and Operational Benefits
| - | The novelty, complexity, and rapid growth of the cell therapy field has highlighted the need for companies to develop specialized capabilities with a goal of delivering treatments that are both curative and mainstream. | |
| - | To this end, over the last decade, the teams at Adaptimmune and TCR 2 have been responsible for successfully advancing multiple programs from preclinical concept to late-stage products. | |
| - | The combined company, located in key innovation hubs, will have a deep bench of cell therapy professionals, infrastructure, and end-to-end capabilities. |
Catalysts (see Exhibit A for combined clinical pipeline)
of the transaction, the combined company is anticipated to have a cash runway into 2026 providing operational benefits and enables delivery
of key catalysts, including:
(next-generation product)
targeting mesothelin
TC-510 (next-generation
(next-generation product)
| - | First readout from SURPASS-3 trial in ovarian cancer | |
| - | First readout for head and neck cancer cohort in the Phase 1 SURPASS trial | |
| - | First readout for urothelial cancer cohort in the Phase 1 SURPASS trial |
targeting mesothelin
| - | Readout from gavo-cel Phase 2 trial in platinum resistant ovarian cancer | |
| - | Readout from TC-510 Phase 1 trial and selection of dose to carry forward into additional late-phase trials |
details for strategic combination
The merger agreement
was unanimously approved by the boards of directors of both companies. TCR2 stockholders will receive 1.5117 Adaptimmune ADS
for each TCR2 share.
Following the closing
of the transaction, Adaptimmune shareholders will own approximately 75% of the combined company and TCR2 stockholders will
own approximately 25% of the combined company.
to shareholder approval and the subsequent closing of the transaction, the combined company is expected to continue to trade on the Nasdaq
Stock Market under the symbol "ADAP". The combined company has a team of leading cell therapy experts led by Adrian Rawcliffe,
the CEO of Adaptimmune. The Board of Directors, composed of three members from TCR2 and six continuing from Adaptimmune, is
expected to be: David Mott (Chair); Andrew
Allen, M.D., Ph.D.; Lawrence Alleva; Ali Behbahani, M.D.; John Furey; Priti
Hegde, Ph.D.; Garry Menzel, Ph.D.; Adrian Rawcliffe, and Elliott Sigal, M.D., Ph.D. (who will step down on November 1, 2023
when Kristen Hege, M.D. joins the Board of Directors).
is currently expected to close in Q2 2023, subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders
and satisfaction or waiver of other closing conditions.
Full Year 2022 Financial Results
release, Adaptimmune will announce its Q4 and full year 2022 financial results and business updates, which will be available on the "Investor
Relations" section of the Adaptimmune website.
as financial advisor to Adaptimmune and Ropes & Gray LLP is serving as legal counsel to Adaptimmune. Piper Sandler is serving
as financial advisor to TCR2 and Goodwin Procter LLP is serving as legal counsel to TCR2.
relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated March 5, 2023, by and among
Adaptimmune Therapeutics plc ("Parent"), CM Merger Sub, Inc. ("Merger Sub"), and TCR² Therapeutics
Inc. (the "Company"). This communication includes express or implied forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), about the proposed transaction between the Company and Parent and the operations of the combined company that involve risks
and uncertainties relating to future events and the future performance of Parent and the Company. Actual events or results may differ
materially from these forward-looking statements. Words such as "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate,"
"predict," "project," "potential," "continue," "future," "opportunity"
"will likely result," "target," variations of such words, and similar expressions or negatives of these words
are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding: the business combination
and related matters, including, but not limited to, satisfaction of closing conditions to the proposed transaction, prospective performance
and opportunities with respect to Parent or the Company, post-closing operations and the outlook for the companies' businesses;
Parent's, the Company's or the combined company's targets, plans, objectives or goals for future operations, including
those related to Parent's and the Company's product candidates, research and development, product candidate introductions
and product candidate approvals as well as cooperation in relation thereto; projections of or targets for revenues, costs, income (or
loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures; future economic
performance, future actions and outcome of contingencies such as legal proceedings; and the assumptions underlying or relating to such
statements. These statements are based on Parent's and the Company's current plans, estimates and projections. By their very
nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors,
including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking
statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation:
uncertainties as to the timing for completion of the proposed transaction; uncertainties as to the Company's and/or Parent's
ability to obtain the approval of Parent's shareholders or the Company's stockholders required to consummate the proposed
transaction the possibility that competing offers will be made by third parties the occurrence of events that may give rise
to a right of one or both of Parent and the Company to terminate the merger agreement; the possibility that various closing conditions
for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental
entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant
approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory
approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent
and the Company, or at all; the risk that Parent and Company may not realize the anticipated benefits of the proposed transaction in
the time frame expected, or at all; the effects of the proposed transaction on relationships with Parent's or the Company's
employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse
reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant