Orchestra BioMed™ and Health Sciences Acquisitions 2 today announced multiple transactions including:
- A merger agreement which is structured to provide a minimum of $70 million in gross proceeds to the combined company at closing, and up to $160 million in the event of no redemptions by the SPAC’s shareholders. The deal includes $20 million in total forward purchase agreements from Medtronic and RTW (an affiliate of HSAC2’s sponsor and a life sciences investment firm), as well as an up to a $50 million trust backstop agreement with RTW. The combined company is expected to have a fully diluted pro forma market cap of $407 million assuming no redemptions and the $317 million minimum gross cash condition is met. The combined company’s pro forma fully diluted enterprise value is expected to be $158 million. If approved, upon closing the combined company will be named Orchestra BioMed Holdings and will list on the Nasdaq under the ticker symbol OBIO.
- A global strategic collaboration between Orchestra BioMed and Medtronic to develop Orchestra BioMed BackBeat Cardiac Neuromodulation Therapy™ (CNT™) as a potential treatment for hypertension in patients who are indicated for a cardiac pacemaker.
- The closing of Orchestra BioMed’s $110 million Series D financing, including investments by Medtronic, funds managed by RTW Investments, LP (“RTW”), Perceptive Advisors, Terumo Corporation (“Terumo”), SternAegis Ventures and other investors. The Series D financing is not contingent on the completion of the SPAC merger.
- On a pro forma basis, Orchestra BioMed Holdings is expected to receive a minimum of $180 million in gross proceeds from the merger and Series D financing. Assuming the minimum pro forma cash balance, the combined company is expected to have sufficient capital to fund operations into 2026 based on current plans and estimates. Read more.
