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

On July 1, 2025 IGM Biosciences, Inc. (Nasdaq: IGMS), a biotechnology company that has focused on developing engineered IgM-based therapeutic antibodies, reported 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") (Press release, IGM Biosciences, JUL 1, 2025, View Source [SID1234654193]).

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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.

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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.