Acquisition to Accelerate and Expand Novo Nordisk Development of RNAi Therapeutics Using Dicerna’s Proprietary GalXC™ Technology Platform –

LEXINGTON, Mass.–(BUSINESS WIRE)–Nov. 18, 2021– Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) today announced that it has entered into a definitive agreement with Novo Nordisk under which Novo Nordisk will acquire Dicerna, a biopharmaceutical company focused on the development of investigational ribonucleic acid interference (RNAi) therapeutics, for $38.25 per share in cash, which represents a total equity value of $3.3 billion and a premium of 80% to Dicerna’s closing price on November 17, 2021. The transaction was unanimously approved by the Dicerna Board of Directors and the Board of Directors of Novo Nordisk.

Novo Nordisk and Dicerna have been parties to a research collaboration since 2019 to discover and develop RNAi therapies using Dicerna’s proprietary GalXC™ RNAi platform technology. The collaboration between Novo Nordisk and Dicerna encompassed the exploration of more than 30 liver cell targets with the potential to deliver multiple clinical candidates for disorders including chronic liver disease, non-alcoholic steatohepatitis (NASH), type 2 diabetes, obesity and rare diseases. Novo Nordisk expects to initiate clinical development of the first investigational RNAi therapeutic to emerge from this collaboration in 2022.

Dicerna’s RNAi technology platform enables access to intracellular disease targets across hepatic and extrahepatic cell and tissue types, complementing Novo Nordisk’s existing technology platforms. This acquisition supports Novo Nordisk’s strategy of developing and applying a broad range of technology platforms across all Novo Nordisk therapeutic areas.

“The acquisition of Dicerna accelerates Novo Nordisk’s research within RNAi and expands the usage of the RNAi technology,” said Marcus Schindler, Executive Vice President and Chief Scientific Officer of Novo Nordisk. “We build on our successful collaboration and by combining Dicerna’s state-of-the-art RNAi drug engine and intracellular delivery with our deep capabilities in disease biology understanding and tissue targeting through peptides and proteins we have the potential to expand our pipeline and deliver life-changing precision medicines for people living with chronic diseases such as diabetes, obesity, cardiovascular disease and NASH, as well as rare diseases like endocrine disorders and bleeding disorders.”

“Since the start of our collaboration two years ago, the Dicerna and Novo Nordisk teams have established a strong rapport built on a foundation of mutual respect for one another’s capabilities, culture and expertise,” said Douglas Fambrough, Ph.D., Founder, President and Chief Executive Officer of Dicerna. “The combination of Dicerna’s expertise in RNAi and oligonucleotide therapeutics and highly skilled employees with Novo Nordisk’s industry leadership in developing and commercializing medicines to treat serious chronic diseases, has the potential to significantly accelerate and expand our mission to deliver GalXC RNAi therapies for the benefit of patients and all our stakeholders.”

Under the terms of the agreement, Novo Nordisk, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Dicerna common stock at a price of $38.25 per share in cash. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Dicerna’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Upon the successful completion of the tender offer, Novo Nordisk’s acquisition subsidiary will be merged into Dicerna, and any remaining shares of common stock of Dicerna will be cancelled and converted into the right to receive the same $38.25 per share price payable in the tender offer. The transaction is expected to close in the fourth quarter of 2021.

Novo Nordisk is represented by Evercore as exclusive financial advisor and Davis Polk & Wardwell LLP as legal advisor. For Dicerna, Centerview Partners LLC is acting as lead financial advisor, SVB Leerink is acting as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP and Goodwin Procter LLP are acting as legal advisors.

About Dicerna

Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) is a biopharmaceutical company focused on discovering, developing and commercializing medicines that are designed to leverage ribonucleic acid interference (RNAi) to silence selectively genes that cause or contribute to disease. Using our proprietary GalXC™ and GalXC-Plus™ RNAi technologies, Dicerna is committed to developing RNAi-based therapies with the potential to treat both rare and more prevalent diseases. By silencing disease-causing genes, Dicerna’s GalXC platform has the potential to address conditions that are difficult to treat with other modalities. Initially focused on disease-causing genes in the liver, Dicerna has continued to innovate and is exploring new applications of its RNAi technology with GalXC-Plus, which expands on the functionality and application of our flagship liver-targeted GalXC technology to tissues and cell types outside the liver, and has the potential to treat diseases across multiple therapeutic areas. In addition to our own pipeline of core discovery and clinical candidates, Dicerna has established collaborative relationships with some of the world’s leading pharmaceutical companies, including Novo Nordisk A/S, Roche, Eli Lilly and Company, Alexion Pharmaceuticals, Inc., Boehringer Ingelheim International GmbH and Alnylam Pharmaceuticals, Inc. Between Dicerna and our collaborative partners, we currently have more than 20 active discovery, preclinical or clinical programs focused on cardiometabolic, viral, chronic liver and complement-mediated diseases, as well as neurodegenerative diseases and pain. At Dicerna, our mission is to interfere – to silence genes, to fight disease, to restore health. For more information, please visit www.Dicerna.com.

About RNAi and the GalXC™ and the GalXC-Plus™ Platforms

Ribonucleic acid interference, or RNAi, provides a unique advantage to other disease inhibitor technologies, like small-molecule pharmaceuticals or monoclonal antibodies. Instead of targeting proteins after they have been produced and released, RNAi silences the genes themselves via the specific destruction of the messenger RNA (mRNA) made from the gene. Rather than seeking to inhibit a protein, the RNAi approach can prevent a disease-causing protein’s creation, directly impacting disease manifestation.

Dicerna’s proprietary GalXC™ RNAi platform aims to advance the development of next-generation RNAi-based therapies. Investigational therapeutics developed using our flagship GalXC technology utilize a proprietary N-acetyl-D-galactosamine (GalNAc)-mediated structure of double-stranded RNA molecules that are designed to bind specifically to receptors on liver cells, leading to selective hepatocyte internalization and access to the RNAi machinery within the cells. Dicerna is continuously innovating and exploring new applications of RNAi technology beyond GalNAc-mediated delivery to the liver, including alternative RNA structures and fully synthetic ligands that target other tissues and cell types and enable new therapeutic applications, referred to as GalXC-Plus™.

About Novo Nordisk

Novo Nordisk is a leading global healthcare company, founded in 1923 and headquartered in Denmark. Our purpose is to drive change to defeat diabetes and other serious chronic diseases such as obesity and rare blood and endocrine disorders. We do so by pioneering scientific breakthroughs, expanding access to our medicines and working to prevent and ultimately cure disease. Novo Nordisk employs about 47,000 people in 80 countries and markets its products in around 170 countries. Novo Nordisk’s B shares are listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the New York Stock Exchange (NVO). For more information, visit novonordisk.com, Facebook, Twitter, LinkedIn, YouTube.

Notice to Investors and Security Holders

The tender offer referred to in this communication has not yet commenced. The description contained in this communication is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Novo Nordisk A/S, a Danish aktieselskab (together with its subsidiaries, “Novo”) will file with the Securities and Exchange Commission (the “SEC”). The solicitation and offer to buy shares of common stock (the “Shares”) of Dicerna Pharmaceuticals, Inc. (together with its subsidiaries, “Dicerna”) will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Novo will file a tender offer statement on Schedule TO and thereafter Dicerna will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Dicerna. Copies of the documents filed with the SEC by Dicerna will be available free of charge on Dicerna’s internet website at https://investors.dicerna.com/investor-relations or by contacting Dicerna’s investor relations contact at +1 617-514-2275. Copies of the documents filed with the SEC by Novo can be obtained, when filed, free of charge by directing a request to the Information Agent for the tender offer which will be named in the tender offer materials.

In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents to be filed by Novo, as well as the solicitation/recommendation statement to be filed by Dicerna, Dicerna will also file annual, quarterly and current reports with the SEC. Dicerna’s filings with the SEC are available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

The information contained in this communication is as of November 18, 2021. Dicerna assumes no obligation to update forward-looking statements contained in this communication as the result of new information or future events or developments, except as may be required by law.

This communication contains forward-looking information related to Dicerna and the proposed acquisition of Dicerna that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed acquisition; the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the acquisition; statements about the expected timetable for completing the transaction; Dicerna’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Dicerna, Dicerna’s product candidates and Dicerna’s GalXC™ and GalXC-Plus™ RNAi technologies and the anticipated timing of closing of the proposed acquisition.

Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approval) in the anticipated timeframe or at all; uncertainties as to how many of Dicerna’s stockholders will tender their shares of Dicerna common stock in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; the risks and uncertainties inherent in research and development, including risks associated with Dicerna’s ability to obtain and maintain necessary approvals from the FDA and other regulatory authorities; initiate preclinical studies and clinical trials of its product candidates; advance its product candidates in preclinical research and clinical trials; replicate in clinical trials positive results found in preclinical studies; advance the development of its product candidates under the timelines it anticipates in current and future clinical trials; obtain, maintain or protect intellectual property rights related to its product candidates; manage expenses; and raise the substantial additional capital needed to achieve its business objectives.

Further descriptions of risks and uncertainties relating to Dicerna can be found in Dicerna’s Registration Statement on Form S-1, as amended, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, and subsequent Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and https://investors.dicerna.com/investor-relations.

These forward-looking statements are based on numerous assumptions and assessments made by Dicerna in light of its experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although it is believed that the expectations reflected in the forward-looking statements in this communication are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this communication.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211118005644/en/

Media:
Amy Trevvett
+1 617-612-6253
atrevvett@dicerna.com

Investors:
Kristen K. Sheppard, Esq.
+1 617-514-2275
ksheppard@dicerna.com

Source: Dicerna Pharmaceuticals, Inc.

Technology synergies will accelerate innovation and technical solutions for customers.

Basel, Switzerland and Florham Park, NJ USA – November 3, 2021 –   Arxada, a global specialty chemicals business, and Troy Corporation, a global leader in microbial control solutions and performance additives, today announce that they have entered into an agreement to combine the two companies.

This agreement represents the first strategic deal by Arxada, formerly known as Lonza Specialty Ingredients or LSI and owned by private equity funds Bain Capital and Cinven, since the purchase from Lonza Group AG in July 2021. As part of the deal structure, Troy’s owners will invest in the combined company.

The partnership is a logical next step in Arxada’s strategy to strengthen its offering and enhance the capabilities of its Microbial Control Solutions (‘MCS’) business. Troy is a global leader in the field of industrial preservation with broad expertise in paints and coatings, wood protection and preservation, home and personal care, plastics and textiles, energy and metal working fluids. The combination will create a comprehensive and innovative offering in microbial control, enabling the delivery of new solutions and value-added services to customers.

Arxada will benefit from Troy’s technical expertise, trusted customer relationships, and broad portfolio of performance products as well as a long history of innovation, including the invention of 3-iodo propynyl butyl carbamate (IPBC), which Arxada does not currently manufacture. In addition, the proposed transaction will enhance Arxada’s commercial presence across the globe and add several production sites in important locations including Newark, NJ, USA; Horhausen, Germany; Moerdijk, Netherlands and Kabinburi, Thailand. This extensive manufacturing footprint will allow the combined entity to better serve customer needs and strengthen its position as a trusted partner of choice in microbial control.

Commenting on the combination, Marc Doyle, Chief Executive Officer of Arxada, said:

“The combination of Arxada and Troy will reinforce our position as a leading global provider of microbial control solutions. Our decision to merge with Troy just four months after our launch as an independent company highlights our ambition and commitment to creating the broadest and most innovative solutions for our customers in this sector.

“The combination also fits with our strategy of expanding our geographic footprint and the scale and depth of our capabilities by bolstering our manufacturing capacity in MCS beyond North America into Europe and Asia.

“We look forward to welcoming our new colleagues at Troy so that, together, we can build on our combined expertise in microbial control to deliver innovative, sustainable solutions for all of our customers. We remain committed to working closely with our customers to make sure we continue to meet their needs and ensure a smooth transition once the deal is complete.”

Daryl D. Smith, Chairman, President, & Chief Executive Officer of Troy, commented:

“For over 50 years Troy has developed and manufactured preservatives and additives for various industries, enabling our customers to produce high performing, cost-effective and sustainable products. The combination of Troy’s strength in architectural coatings and industrial preservation, leadership in IPBC technology and broad range of performance additives perfectly complements Arxada’s strengths in wet state preservation. The joining of the companies will deliver significant added value to our customers going forward.”

Kirkland & Ellis is acting as legal adviser, and The Valence Group of Piper Sandler as financial advisor to Arxada and its owners Bain Capital and Cinven. Norton Rose Fulbright US LLP is acting as legal adviser, and JP Morgan Chase is acting as financial adviser to Troy Corporation.

The Parties will work to close the transaction as soon as possible, subject to obtaining customary approvals. Financial details of the deal have not been disclosed.

Agomab Therapeutics NV (‘Agomab’) announced today that it has entered into a definitive agreement under which it will acquire Origo Biopharma S.L., a Spanish clinicalstage biotechnology company developing organ-restricted small molecule drug candidates targeting the transforming growth factor beta (TGF-β) pathway for the treatment of fibrosis-related disorders. The combined organization will focus on translating growth factor signaling pathways into innovative therapies. Agomab’s hepatocyte growth factor (HGF)-targeting monoclonal antibodies together with Origo’s small molecule programs create a rich clinical pipeline of therapeuticsthat address fibrosis and organ failure in multiple therapeutic areas.

“Agomab and Origo share a common vision that targeting growth factors has tremendous diseasemodifying potential. This transaction delivers on Agomab’s growth strategy and brings together two teams that have complementary R&D experience and establishes an exciting clinical pipeline of therapeutics to help patients with severe unmet medical needs,” said Tim Knotnerus, Chief Executive Officer at Agomab Therapeutics. “TGF-β is a validated pathway known to be a master regulator of fibrogenesis. Leveraging their advanced small molecule expertise, the Origo team has done an amazing job developing organ-restricted TGF-β approaches, which circumvent toxicity concerns associated with systemic TGF-β blockade. I very much look forward to working with the Origo team as an integral part of our combined company going forward.”

Ramon Bosser, Chief Executive Officer at Origo Biopharma commented: “We view this acquisition as a unique opportunity to accelerate the further development of our programs as part of a highly competent and committed organization. Agomab has built an impressive and driven R&D and corporate team with access to high-quality resources. We are truly excited to take this step and join Agomab to create a growth factor-focused drug development leader with both antibody and small molecule capabilities.”

Origo Biopharma is a Spanish clinical-stage, privately held biotechnology company with research facilities in Touro (Galicia) and corporate offices in Barcelona. The company has developed novel organ-restricted small molecule entities to maximize the potential of local TGF-β inhibition while avoiding systemic toxicities. Origo’s lead program, ORG-129, is a gastrointestinal tract restricted ALK5 inhibitor currently in a Phase 1 clinical trial to evaluate safety, tolerability and pharmacokinetics. The first target indication is fibrostenotic Crohn’s disease. A second program, ORG-447, is a lung-restricted ALK-5-inhibitor, currently in IND-enabling studies, for treatment of idiopathic pulmonary fibrosis.
Agomab will integrate these programs into its growing pipeline and add the entire Origo team and facilities to its current organization. As such, Agomab’s corporate footprint will comprise its headquarters in Belgium with research and development locations in Italy and Spain.

The transaction remains subject to customary closing conditions. Financial details have not been disclosed.

16/09/2021 – 08:00 | Portfolio

• Parexel is a leading global provider of clinical research and consulting services to the pharma and biotech industry

• Parexel’s services enable the development of innovative new medicines that improve the health of patients across the world

• EQT Private Equity and Goldman Sachs Asset Management are committed to making significant investments to further Parexel’s offering, including best-in-class service delivery, quality, and client focus

The EQT IX fund (“EQT Private Equity”) and the Private Equity business within Goldman Sachs Asset Management (“Goldman Sachs”) have agreed to acquire Parexel (the “Company”), a leading global clinical research organization from Pamplona Capital Management for an enterprise value of USD 8.5 billion.

Parexel was founded in 1982 and is co-headquartered in Durham, NC and Newton, MA, USA. The Company has significant expertise across the drug development and commercialization continuum, offering a comprehensive suite of outsourced clinical research services, as well as regulatory, market access, and strategy consulting services. Parexel’s services enable the pharma and biotech industry to develop innovative new medicines that improve the health of patients across the world. The Company has a strong patient centric focus, having been a driving force in the market shift towards decentralized clinical trials and increased patient diversity over the last few years. Parexel employs more than 17,000 people and conducts clinical trials in more than 95 different countries.

Eric Liu, Partner and Global Co-Head of Healthcare at EQT, commented, “We have followed Parexel closely during the past few years and have been impressed by the Company’s development and trajectory. Our investment in Parexel reflects EQT’s thematic focus on the life sciences industry, as well as our commitment to partnering with businesses that have a positive impact on society. We are excited to partner with Goldman Sachs for the next stage of Parexel’s journey, and to back Jamie, who prior to his role at Parexel had been a long-time senior advisor to EQT, as well as the rest of the Parexel team.”

Jo Natauri, Partner and Global Head of Private Healthcare Investing within Goldman Sachs Asset Management, commented, “We are thrilled to partner with Jamie Macdonald, the entire Parexel management team and EQT to support Parexel, which has a distinguished track record of delivering clinical excellence to their large pharma and biotech customers globally. We believe this investment will accelerate Parexel’s growth as it builds on the company’s global footprint, strong operational capabilities and expansive healthcare network.”

Jamie Macdonald, CEO of Parexel, commented, “We are proud of what Parexel has achieved over the recent years in collaboration with Pamplona, and the transformative journey that we have embarked on. EQT and Goldman Sachs are two leading global institutions with significant experience and expertise in the healthcare sector, and I am excited to partner with both in the next stage of our journey.”

The transaction is subject to customary conditions, including receipt of applicable regulatory approvals.

Goldman Sachs and Jefferies LLC acted as financial advisors to EQT Private Equity and Goldman Sachs Asset Management, and Simpson Thacher & Bartlett LLP provided legal counsel.

With this transaction, EQT IX fund is expected to be 55-60 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication).

Contact
Daniel Yunger, daniel.yunger@kekstcnc.com, +1 917 574 8582
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334

About EQT
EQT is a purpose-driven global investment organization with more than EUR 67 billion in assets under management across 26 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 175,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram

About Goldman Sachs Asset Management Private Equity
Bringing together traditional and alternative investments, Goldman Sachs Asset Management provides clients around the world with a dedicated partnership and focus on long-term performance. As the primary investing area within Goldman Sachs (NYSE: GS), we deliver investment and advisory services for the world’s leading institutions, financial advisors and individuals, drawing from our deeply connected global network and tailored expert insights, across every region and market—overseeing more than $2 trillion in assets under supervision worldwide as of March 31, 2021. Driven by a passion for our clients’ performance, we seek to build long-term relationships based on conviction, sustainable outcomes, and shared success over time. Goldman Sachs Asset Management invests in the full spectrum of alternatives, including private equity, growth equity, private credit, real estate and infrastructure. Established in 1986, the Private Equity business within Goldman Sachs Asset Management has invested over $75 billion since inception. We combine our global network of relationships, our unique insight across markets, industries and regions, and the worldwide resources of Goldman Sachs to build businesses and accelerate value creation across our portfolios. 

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About Parexel
Parexel supports the development of innovative new medicines to improve the health of patients. We provide services to help life science and biopharmaceutical clients everywhere transform scientific discoveries into new treatments. From clinical trials to regulatory and consulting services to commercial and market access, our therapeutic, technical and functional ability is underpinned by a deep conviction in what we do. Parexel was named “Best Contract Research Organization” in December 2020 by an independent panel for Informa Pharma Intelligence.

For more information, visit our website and follow us on LinkedIn, Twitter and Instagram