Carbylan Therapeutics and KalVista Pharmaceuticals said today they will merge, forming a combined company focused on discovering, developing, and commercializing plasma kallikrein inhibitors for the treatment of hereditary angioedema (HAE) and diabetic macular edema (DME).
“This transaction allows us to continue the development of our potentially best-in-class plasma kallikrein inhibitor platform, and rapidly advance our programs in HAE and DME, bringing much-needed treatments to patients,” KalVista CEO Andrew Crockett said in a statement.
KalVista shareholders will become the majority owners of the combined company, which would take the KalVista Pharmaceuticals name and be run by executive officers of the current KalVista.
Carbylan’s executive officers have agreed to resign.
“Following an extensive and thorough review of strategic alternatives, we concluded that the transaction with KalVista provides Carbylan stockholders a meaningful equity ownership stake and an attractive opportunity for value appreciation in a biopharmaceutical company with promising clinical assets and substantial upside potential,” added Carbylan President and CEO David Renzi.
Under the merger, KalVista shareholders will receive newly issued shares of common stock of Carbylan in connection with the transaction contemplated by the share purchase agreement.
The combined company will be governed by a board that includes two members designated by Carbylan before the closing of the deal, which is expected to close late in the third quarter or early in the fourth quarter of 2016.
Upon the closing, existing KalVista equityholders are expected to own approximately 81% of the combined company and existing Carbylan stockholders the remaining 19%. The percentage of the combined company that KalVista equityholders will own as of the closing could be adjusted based on the amount of Carbylan’s net cash at closing date, the companies added.
The deal is subject to customary closing conditions, including approval by the stockholders of Carbylan, and has already been approved by the boards of both companies.
Carbylan’s three largest shareholders, who hold approximately 50% of Carbylan’s voting shares, —InterWest Partners, Alta Partners, and Vivo Capital—have agreed to support the proposed transaction. KalVista’s existing shareholders have unanimously agreed to the proposed transaction, including Longwood Fund, Novo A/S, RA Capital Management, SV Life Sciences, and Venrock.