Buy-Out to take CAR-Treg Developments to Clinic

Following a definitive agreement on July 20, 2018, Sangamo Therapeutics announced its intention, following completion of the acquisition of a majority stake of TxCell, to file a simplified cash tender offer for the purchase of all then outstanding ordinary shares of TxCell, at a price of EUR 2.58 per share in cash, or approximately EUR 72 million, on a debt-free and cash-free basis. Subject to satisfaction of closing conditions (including in particular those relating to regulations governing foreign investments in France), Sangamo expects to complete the transaction in the fourth quarter of 2018.

TxCell is a leader in the emerging field of regulatory T cell (Treg) development for immunological diseases; Tregs are a naturally occurring subset of the body’s T cells which maintain immune homeostasis.

Sangamo intends to evaluate the potential of CAR-Treg (those genetically modified with a chimeric antigen receptor, or CAR) therapies to prevent graft rejection in solid organ transplant and for the treatment of autoimmune diseases such as Crohn’s disease and multiple sclerosis. It expects the acquisition will accelerate the company’s entry into the clinic with investigational products in 2019.

“We are thrilled to announce this proposed acquisition which would combine TxCell’s Treg expertise with our ex vivo gene editing capabilities, positioning Sangamo as a leader in the emerging field of CAR-Treg cell therapy,” said CEO Sandy Macrae. “We believe CAR-Treg therapies will prove to be as exciting for immunology as CAR-T has been for oncology.

“We are excited to combine with Sangamo for their experience and technical expertise in

gene-edited cell therapy, and we believe Sangamo’s ZFN editing technology will facilitate the precise genetic modifications needed to create a new class of Treg-based antigen and tissue specific immunosuppressive medicines,” said Stephane Boissel, CEO of TxCell. “Progressing such CAR-Treg products in clinical development and towards commercialisation would require expertise and financial resources that were impossible for us to get as a stand-alone business at a reasonable cost.”