Entasis Therapeutics Receives Acquisition Proposal from Existing Majority Stockholder Innoviva Inc.

Rhea-AI Summary

Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX) announced a preliminary proposal from majority stockholder Innoviva, Inc. to acquire all outstanding equity not owned by Innoviva, offering $1.80 per share in cash. The Board of Directors has retained MTS Health Partners and Covington & Burling to evaluate the proposal. This acquisition could have significant implications for shareholders, as Innoviva aims to consolidate its ownership of the clinical-stage biopharmaceutical company, which focuses on novel antibacterial products targeting multidrug-resistant infections.

Positive

• Innoviva's acquisition proposal values Entasis at $1.80 per share, providing an immediate liquidity event for shareholders.

Negative

• The proposal indicates potential undervaluation of Entasis, as the offered price may not reflect the company's full market value given its product pipeline.

WALTHAM, Mass., Feb. 02, 2022 (GLOBE NEWSWIRE) -- Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, today announced that its Board of Directors received a preliminary, non-binding proposal from its majority stockholder Innoviva, Inc. (“Innoviva”) to acquire all of the outstanding equity securities of Entasis that are not currently owned by Innoviva for a per share consideration of $1.80 payable in cash. The offer letter delivered by Innoviva to the Board of Directors is publicly available in the Schedule 13D amendment dated February 1, 2022 filed by Innoviva with the Securities and Exchange Commission.

The Board of Directors of Entasis, which does not include any members appointed by or affiliated with Innoviva, has retained MTS Health Partners, L.P. and Covington & Burling, L.L.P. to explore alternatives and to assist the board of directors in its evaluation of the proposal consistent with its fiduciary duties.

About Entasis Therapeutics Holdings Inc.
Entasis is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel antibacterial products to treat serious infections caused by multidrug-resistant Gram-negative bacteria. Entasis’ pathogen-targeted design platform has produced a pipeline of product candidates, including SUL-DUR (targeting Acinetobacter baumannii infections), zoliflodacin (targeting Neisseria gonorrhoeae infections), ETX0282CPDP (targeting Enterobacterales infections) and ETX0462 (targeting Gram-negative infections including Pseudomonas). For more information, visit www.entasistx.com.

Entasis Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative or plural of those terms, and similar expressions are intended to identify forward-looking statements. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Many factors may cause differences between current expectations and actual results, including unexpected safety or efficacy data observed during non-clinical or clinical studies, clinical site activation rates or clinical trial enrollment rates that are lower than expected and changes in expected or existing competition, rejection of our regulatory submissions, changes in the regulatory environment, failure of Entasis’ collaborators to support or advance collaborations or product candidates and unexpected litigation or other disputes. Many of these factors are beyond Entasis’ control. These and other risks and uncertainties are described more fully in the Entasis’ filings with the U.S. Securities and Exchange Commission, including the section titled “Risk Factors” contained therein. Forward-looking statements contained in this announcement are made as of this date, and except as required by law, Entasis assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Company Contact	Investor Contact
Kyle Dow	Bruce Mackle
Entasis Therapeutics	LifeSci Advisors
(781) 810-0114	(929) 469-3859
kyle.dow@entasistx.com	bmackle@lifesciadvisors.com
Media Contact
Brett Whelan
LifeSci Communications
(215) 315 3143
bwhelan@lifescicomms.com

FAQ

What is the acquisition offer for Entasis Therapeutics by Innoviva?

Innoviva proposed to acquire all outstanding equity securities of Entasis not owned by it for $1.80 per share in cash.

What are the next steps for the Entasis Board regarding Innoviva's proposal?

The Board has engaged MTS Health Partners and Covington & Burling to evaluate the acquisition proposal.

How does Innoviva's acquisition impact Entasis shareholders?

The acquisition proposal could provide immediate cash liquidity for shareholders, but it may also suggest an undervaluation of the company's potential.

When was the acquisition proposal for Entasis announced?

The acquisition proposal was announced on February 2, 2022.