S-4/A
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As filed with the Securities and Exchange Commission on December 11, 2020

Registration No. 333-249944

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BridgeBio Pharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   84-1850815
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

421 Kipling Street

Palo Alto, CA 94301

(650) 391-9740

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Neil Kumar

Chief Executive Officer

BridgeBio Pharma, Inc.

421 Kipling Street

Palo Alto, CA 94301

(650) 391-9740

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Stephen F. Arcano, Esq.

Thomas W. Greenberg, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

 

Cameron Turtle

Chief Business Officer

Eidos Therapeutics, Inc.

101 Montgomery Street, Suite 2000

San Francisco, CA 94104
(415) 887-1471

 

Mark Greene, Esq.

Aaron Gruber, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed mergers contemplated by the Agreement and Plan of Merger, dated as of October 5, 2020, described in the joint proxy statement/prospectus contained herein have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED DECEMBER 11, 2020

 

 

LOGO    LOGO

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

[●], [●]

Dear Stockholders of BridgeBio Pharma, Inc. and Eidos Therapeutics, Inc.:

As previously announced, on October 5, 2020, BridgeBio Pharma, Inc. (“BridgeBio”), Eidos Therapeutics, Inc. (“Eidos”), Globe Merger Sub I, Inc. (“Merger Sub I”) and Globe Merger Sub II, Inc. (“Merger Sub II”) entered into an Agreement and Plan of Merger (the “merger agreement”), providing for the acquisition of the shares of common stock of Eidos (“Eidos common stock”) not held by BridgeBio or its subsidiaries, on the terms and conditions set forth in the merger agreement. Under the merger agreement: (i) Merger Sub I will merge with and into Eidos (the “initial merger”), with Eidos surviving the initial merger; and (ii) immediately following the initial merger, Eidos will merge with and into Merger Sub II (the “subsequent merger,” and together with the initial merger, the “mergers”), with Merger Sub II surviving as an indirect, wholly owned subsidiary of BridgeBio.

If the mergers are completed, each share of Eidos common stock issued and outstanding immediately prior to the effective time of the initial merger (the “effective time”) that is not owned by BridgeBio or any of its subsidiaries and that is not a restricted share award, will be converted into the right to receive, at the election of each Eidos stockholder, either (1) 1.85 shares of common stock of BridgeBio (“BridgeBio common stock”) (the “stock consideration”) or (2) $73.26 in cash (the “cash consideration” and, together with the stock consideration, the “merger consideration”), subject to proration. The cash consideration will be prorated as necessary to ensure that the aggregate amount of cash consideration payable in the mergers is no greater than $175 million. Immediately upon consummation of the mergers, pre-closing Eidos stockholders (other than BridgeBio and its subsidiaries) are expected to own between 16% and 18% of the outstanding shares of BridgeBio common stock, depending on the amount of cash Eidos stockholders elect to receive.

BridgeBio and Eidos will each hold a special meeting of its stockholders in connection with the proposed mergers. At the special meeting of BridgeBio stockholders (the “BridgeBio special meeting”), BridgeBio stockholders will, among other things, be asked to consider and vote upon (i) a proposal to approve the issuance of shares of BridgeBio common stock in connection with the merger agreement (the “BridgeBio share issuance proposal”) and (ii) a proposal to adjourn the BridgeBio special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the BridgeBio special meeting to approve the BridgeBio share issuance proposal or to ensure that a quorum is present at the BridgeBio special meeting (the “BridgeBio adjournment proposal”). Approval of the BridgeBio share issuance proposal will require the affirmative vote of a majority of votes cast on such proposal at the BridgeBio special meeting, assuming a quorum is present. Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of votes properly cast for or against such proposal at the BridgeBio special meeting, assuming a quorum is present. In connection with the execution of the merger agreement, Eidos entered into voting agreements with all of the members of the BridgeBio board of directors and KKR Genetic Disorder L.P., collectively owning approximately 36.4% of the outstanding shares of BridgeBio common stock, pursuant to which they have agreed, among other things, to vote all of the shares of BridgeBio common stock beneficially owned by them in favor of the BridgeBio share issuance proposal. The BridgeBio board of directors unanimously recommends that BridgeBio stockholders vote “FOR” the BridgeBio share issuance proposal and “FOR” the BridgeBio adjournment proposal, as described in the accompanying joint proxy statement/prospectus.

At the special meeting of Eidos stockholders (the “Eidos special meeting”), Eidos stockholders will be asked to, among other things, consider and vote upon proposals to (i) adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement (the “Eidos merger proposal”), (ii) approve, on a non-binding, advisory basis, the compensation that may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the “Eidos advisory compensation proposal”) and (iii) a proposal to approve the adjournment of the Eidos special meeting to another date and place, if


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necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal (the “Eidos adjournment proposal”). Approval of the Eidos merger proposal requires the affirmative vote of (x) the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon, (y) a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its affiliates, (B) any director or officer of BridgeBio or its affiliates and (C) any director or officer of Eidos (other than members of the Eidos special committee (as defined below)) and (z) at least 66-2/3% of the aggregate voting stock of Eidos that is not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)). Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for and against such proposal at the Eidos special meeting, assuming a quorum is present. Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for and against such proposal at the Eidos special meeting, regardless of whether a quorum is present.

In light of the fact that BridgeBio owns a majority of the issued and outstanding Eidos common stock and certain BridgeBio officers and directors also serve on the Eidos board, the Eidos board formed a special committee of independent directors (the “Eidos special committee”) to consider and negotiate the terms and conditions of the mergers and to make a recommendation to the Eidos board. The Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting on the unanimous recommendation of the Eidos special committee, has determined that the merger agreement, the Eidos merger proposal, the Eidos advisory compensation proposal and the other transactions contemplated thereby are fair to, advisable and in the best interests of Eidos and its stockholders, and recommends that the Eidos stockholders vote “FOR” each of the proposals to be considered at the Eidos special meeting.

We cannot complete the mergers unless BridgeBio stockholders approve the BridgeBio share issuance proposal and Eidos stockholders approve the Eidos merger proposal. Your vote is very important. Voting instructions are set forth inside this joint proxy statement/prospectus.

BridgeBio common stock is traded on The Nasdaq Global Select Market (the “Nasdaq”) under the symbol “BBIO” and Eidos common stock is traded on the Nasdaq under the symbol “EIDX.” Because the stock consideration is fixed, the implied value of the stock consideration will fluctuate with the market price of BridgeBio common stock and will not be known at the time Eidos stockholders vote on the mergers or at the time Eidos stockholders elect their form of merger consideration. Eidos stockholders should obtain current stock price quotations for BridgeBio common stock and Eidos common stock before deciding how to vote with respect to the Eidos proposals and before electing the form of merger consideration.

You are encouraged to read the accompanying document carefully. In particular, you should read the “Risk Factors” section beginning on page 34 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the mergers and how they will affect you.

On behalf of BridgeBio and Eidos, we thank you for your consideration and continued support.

 

 

LOGO

Neil Kumar

Chief Executive Officer

BridgeBio Pharma, Inc.

  

LOGO

Cameron Turtle

Chief Business Officer

Eidos Therapeutics, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers or the securities to be issued in connection with the mergers or passed upon the merits or fairness of the mergers or the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [●] and is first being mailed to BridgeBio and Eidos stockholders on or about [●].


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LOGO

BRIDGEBIO PHARMA, INC.

421 Kipling Street

Palo Alto, CA 94301

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 19, 2021

To the Stockholders of BridgeBio Pharma, Inc.:

You are cordially invited to attend the special meeting of stockholders of BridgeBio Pharma, Inc. (“BridgeBio”) to be held at 10:00 a.m., Pacific Time, on January 19, 2021 (the “BridgeBio special meeting”). Our board of directors has determined, in the interests of public health and safety in light of the ongoing COVID-19 pandemic, that the BridgeBio special meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and to ask questions of members of our board of directors and senior management at www.virtualshareholdermeeting.com/BBIO2021SM during the meeting.

The BridgeBio special meeting will be held for the following purposes:

 

  1.

To consider and vote on a proposal to approve the issuance of shares of BridgeBio common stock pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020 (the “merger agreement”), by and among Eidos Therapeutics, Inc., BridgeBio, Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus (the “BridgeBio share issuance proposal”); and

 

  2.

To consider and vote on a proposal to adjourn the BridgeBio special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the BridgeBio special meeting to approve the BridgeBio share issuance proposal or to ensure that a quorum is present at the BridgeBio special meeting (the “BridgeBio adjournment proposal”).

Approval of the BridgeBio share issuance proposal by BridgeBio stockholders requires the affirmative vote of a majority of votes cast on such proposal by BridgeBio stockholders present virtually or by proxy at the BridgeBio special meeting, assuming a quorum is present. Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of votes properly cast for or against such proposal at the BridgeBio special meeting, assuming a quorum is present. We cannot complete the mergers unless the holders of shares of BridgeBio common stock approve the BridgeBio share issuance proposal. Accordingly, your vote is very important regardless of the number of shares of BridgeBio common stock you own.

The record date for the BridgeBio special meeting is December 8, 2020. Only holders of record of BridgeBio common stock as of the close of business on December 8, 2020 will be entitled to notice of and to vote at the BridgeBio special meeting and any adjournments thereof. For ten days prior to the special meeting, a complete list of stockholders will be available during regular business hours at our principal executive office, 421 Kipling Street, Palo Alto, CA 94301.

Each of the BridgeBio proposals is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote. The BridgeBio board unanimously recommends that you vote “FOR” the BridgeBio share issuance proposal and “FOR” the BridgeBio adjournment proposal.

Your vote is very important. To ensure your representation at the BridgeBio special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.


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Please submit your proxy promptly whether or not you expect to virtually attend the BridgeBio special meeting. Submitting a proxy now will not prevent you from being able to vote virtually at the BridgeBio special meeting. If your shares of BridgeBio common stock are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with the accompanying joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of BridgeBio common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

By Order of the Board of Directors,

BridgeBio Pharma, Inc.

 

 

LOGO

Neil Kumar

Chief Executive Officer

[●], [●]


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LOGO

EIDOS THERAPEUTICS, INC.

101 Montgomery Street, Suite 2000

San Francisco, CA 94104

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 19, 2021

To the Stockholders of Eidos Therapeutics, Inc.:

You are cordially invited to attend a Special Meeting of Stockholders (the “Eidos special meeting”) of Eidos Therapeutics, Inc. (“Eidos”), to be held on January 19, 2021, at 9:00 a.m., Pacific Time. Eidos’ board of directors (the “Eidos board”) has determined, in the interests of public health and safety in light of the ongoing COVID-19 pandemic, that the Eidos special meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and to ask questions of, and engage in dialogue with, members of the Eidos board and senior management at www.virtualshareholdermeeting.com/EIDX2021SM during the meeting.

At the Eidos special meeting, Eidos stockholders will be asked to consider and vote upon the following items:

 

  1.

A proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2020, by and among Eidos, BridgeBio Pharma, Inc. (“BridgeBio”), Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and approve the mergers and other transactions contemplated thereby (the “Eidos merger proposal”);

 

  2.

A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the “Eidos advisory compensation proposal”); and

 

  3.

A proposal to approve the adjournment of the Eidos special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal (the “Eidos adjournment proposal”).

No other business will be acted upon at the Eidos special meeting.

Approval of the Eidos merger proposal requires the affirmative vote of (i) the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon, (ii) a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee); and (iii) at least 66-2/3% of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) (clauses (ii) and (iii) are collectively referred to as the “Eidos unaffiliated stockholder approvals”). Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, assuming a quorum is present. Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, regardless of whether a quorum is present.

The Eidos board has fixed the close of business on December 8, 2020 (the “Eidos record date”) as the record date for the determination of stockholders entitled to notice of, and to vote at, the Eidos special meeting, or at any adjournments or postponements of the Eidos special meeting. Any stockholder entitled to attend and vote at the


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Eidos special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Eidos common stock.

Pursuant to the merger agreement, BridgeBio, which beneficially owns approximately 63.2% of the outstanding Eidos common stock as of November 30, 2020, has agreed to vote all of its shares of Eidos common stock in favor of the Eidos merger proposal, subject to the conditions set forth in the merger agreement. BridgeBio’s shares of Eidos common stock will not be counted for purposes of the Eidos unaffiliated stockholder approvals, so your vote is very important.

At a meeting held on October 4, 2020, the Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, both of whom recused themselves from deliberations regarding the proposed transaction with BridgeBio and abstained from voting on matters relating to the proposed transaction with BridgeBio at the Eidos board meeting), acting upon the recommendation of a special committee of the Eidos board comprised of independent and disinterested directors (the “Eidos special committee”), (1) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (2) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable, (3) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement, (4) resolved to recommend adoption of the merger agreement and approval of the mergers and the other transactions contemplated thereby by the holders of shares of Eidos common stock and (5) directed that the merger agreement be submitted to Eidos stockholders entitled to vote for its adoption.

Each of the Eidos proposals is more fully described in the joint proxy statement/prospectus accompanying this notice. The Eidos board, acting upon the recommendation of the Eidos special committee, recommends a vote “FOR” the Eidos merger proposal, “FOR” the Eidos advisory compensation proposal and “FOR” the Eidos adjournment proposal.

Your vote is very important. To ensure your representation at the Eidos special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. If you attend the Eidos special meeting and file with the Eidos Secretary an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used. Please submit your proxy promptly whether or not you expect to virtually attend the Eidos special meeting. Submitting a proxy now will not prevent you from being able to vote virtually at the Eidos special meeting. If your shares of Eidos common stock are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with the accompanying joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of Eidos common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

By Order of the Board of Directors,

Eidos Therapeutics, Inc.

 

LOGO

Cameron Turtle

Chief Business Officer

[●], [●]


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BridgeBio constitutes a prospectus of BridgeBio under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of BridgeBio common stock to be issued to Eidos stockholders pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a proxy statement of each of BridgeBio and Eidos under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the solicitation of proxies for the BridgeBio special meeting and the Eidos special meeting.

This joint proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Unless otherwise specified or the context otherwise requires, BridgeBio has supplied all information contained or incorporated by reference herein relating to BridgeBio, and Eidos has supplied all information contained or incorporated by reference herein relating to Eidos. BridgeBio and Eidos have both contributed to the information relating to the merger agreement and the transactions contemplated thereby contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the transactions contemplated by the merger agreement. BridgeBio and Eidos have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This joint proxy statement/prospectus is dated [●], [●], and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to BridgeBio or Eidos stockholders nor the issuance by BridgeBio of shares of BridgeBio common stock pursuant to the merger agreement will create any implication to the contrary.

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about BridgeBio and Eidos from other documents that are filed with the SEC that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents incorporated by reference into this joint proxy statement/prospectus from the SEC’s website at www.sec.gov, and they are available for you to review at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. This information is also available to you without charge upon your request by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 

For BridgeBio stockholders:    For Eidos stockholders:
LOGO    LOGO

509 Madison Avenue

New York, New York 10022

Email: BBIO@investor.morrowsodali.com

Call toll-free at (800) 662-5200 (in North America)

or (203) 658-9400 (outside of North America)

  

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders in the U.S. and Canada may call toll-free: (877) 750-8332

Stockholders in other locations may call direct: (412) 232-3651

Banks and brokers may call collect: (212) 750-5833


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In addition, the documents filed by BridgeBio may be obtained free of charge from BridgeBio at https://investor.bridgebio.com, under the tab “Financials & Filings,” and the documents filed by Eidos may be obtained free of charge from Eidos at www.Eidostx.com, under the tab “Investors.” Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

If you would like to request any documents, please do so by January 11, 2021, in order to receive them before the special meetings.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”


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TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETINGS

     1  

SUMMARY

     14  

Parties to the Transaction

     14  

The BridgeBio Special Meeting

     14  

The Eidos Special Meeting

     15  

The Mergers

     16  

Eidos’ Reasons for the Mergers; Recommendation of the Eidos Special Committee and the Eidos Board of Directors

     17  

BridgeBio Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors

     17  

Opinion of the Eidos Special Committee’s Financial Advisor

     17  

Interests of Certain Persons in the Mergers

     18  

Board and Management of BridgeBio After the Mergers

     18  

Accounting Treatment

     19  

Material U.S. Federal Income Tax Consequences

     19  

Key Terms of the Transaction Agreements

     19  

Risk Factors

     25  

Comparison of Stockholder Rights

     25  

No Appraisal Rights

     25  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRIDGEBIO

     26  

SELECTED HISTORICAL FINANCIAL DATA OF EIDOS

     28  

SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

     30  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE INFORMATION

     32  

COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDEND INFORMATION

     33  

RISK FACTORS

     34  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     43  

PARTIES TO THE TRANSACTION

     44  

THE BRIDGEBIO SPECIAL MEETING

     45  

Date, Time and Place of the BridgeBio Special Meeting

     45  

Purpose of the BridgeBio Special Meeting

     45  

BridgeBio Record Date and Quorum

     45  

Required Vote

     45  

Treatment of Abstentions; Failure to Vote

     46  

Recommendation of the BridgeBio Board of Directors

     46  

Voting by BridgeBio’s Directors, Executive Officers and Significant Stockholders

     46  

Voting of Proxies; Incomplete Proxies

     47  

Shares Held in “Street Name”

     48  

Revocability of Proxies and Changes to a BridgeBio Stockholder’s Vote

     48  

Solicitation of BridgeBio Proxies

     49  

Attending the BridgeBio Special Meeting

     49  

Adjournments

     49  

Other Business

     50  

Assistance

     50  

BRIDGEBIO PROPOSALS

     51  

BridgeBio Proposal 1: The BridgeBio Share Issuance Proposal

     51  

BridgeBio Proposal 2: The BridgeBio Adjournment Proposal

     51  

 

i


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THE EIDOS SPECIAL MEETING

     53  

Date, Time and Place of the Eidos Special Meeting

     53  

Purpose of the Eidos Special Meeting

     53  

Eidos Record Date and Quorum

     53  

Required Vote

     54  

Treatment of Abstentions; Failure to Vote

     54  

Recommendation of the Eidos Special Committee and the Eidos Board of Directors

     54  

Voting by Eidos’s Directors and Executive Officers

     55  

Voting of Proxies; Incomplete Proxies

     55  

Shares Held in Street Name

     56  

Revocability of Proxies and Changes to an Eidos Stockholder’s Vote

     57  

Solicitation of Eidos Proxies

     57  

Attending the Eidos Special Meeting

     57  

Adjournments

     58  

Other Business

     58  

Assistance

     58  

EIDOS PROPOSALS

     59  

Eidos Proposal 1: The Eidos Merger Proposal

     59  

Eidos Proposal 2: The Eidos Advisory Compensation Proposal

     60  

Eidos Proposal 3: The Eidos Adjournment Proposal

     61  

THE MERGERS

     62  

General Description of the Mergers

     62  

Background of the Mergers

     62  

Eidos’ Reasons for the Mergers; Recommendations of the Eidos Special Committee and the Eidos Board of Directors

     86  

BridgeBio’s Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors

     92  

Opinion of the Eidos Special Committee’s Financial Advisor

     95  

Certain Prospective Financial Information

     105  

Interests of Certain Persons in the Mergers

     111  

Board and Management of BridgeBio Following the Mergers

     114  

Accounting Treatment

     114  

Listing of Shares of BridgeBio Common Stock

     115  

Delisting and Deregistration of Eidos Common Stock

     115  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     116  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     124  

THE TRANSACTION AGREEMENTS

     128  

Description of the Merger Agreement

     128  

Description of the Voting Agreements

     150  

COMPARISON OF STOCKHOLDER RIGHTS

     151  

NO APPRAISAL OR DISSENTERS’ RIGHTS

     155  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF BRIDGEBIO

     156  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF EIDOS

     159  

LEGAL MATTERS

     161  

EXPERTS

     161  

FUTURE STOCKHOLDER PROPOSALS

     161  

Eidos Annual Meeting Stockholder Proposals

     161  

BridgeBio Annual Meeting Stockholder Proposals

     162  

HOUSEHOLDING

     162  

 

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     163  

WHERE YOU CAN FIND MORE INFORMATION

     165  

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B—FORM OF VOTING AGREEMENT (DIRECTORS)

     B-1  

ANNEX C—VOTING AGREEMENT (KKR)

     C-1  

ANNEX D—OPINION OF CENTERVIEW PARTNERS LLC

     D-1  

 

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETINGS

Set forth below are brief answers to certain questions that you may have regarding the merger agreement, the mergers, the BridgeBio special meeting, the Eidos special meeting and the consideration to be received in the mergers. You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See “Where You Can Find More Information.”

 

Q:

What is the proposed transaction?

 

  A:

As previously disclosed, BridgeBio and Eidos have agreed to the acquisition by BridgeBio of all of the shares of Eidos not held by BridgeBio or its subsidiaries pursuant to the terms of the merger agreement. In order to effect the acquisition, at the effective time, Merger Sub I will merge with and into Eidos, and immediately following such merger, Eidos will merge with and into Merger Sub II.

 

Q:

Why am I receiving this joint proxy statement/prospectus?

 

  A:

Each of BridgeBio and Eidos is sending these materials to its respective stockholders to help them decide how to vote their shares of BridgeBio common stock or Eidos common stock, as the case may be, with respect to the matters to be considered at the BridgeBio special meeting and the Eidos special meeting, respectively.

Consummation of the mergers requires the affirmative votes by both BridgeBio and Eidos stockholders as described below in the sections entitled “The BridgeBio Special Meeting” of this joint proxy statement/prospectus, “The Eidos Special Meeting” of this joint proxy statement/prospectus and “The Mergers” of this joint proxy statement/prospectus. To obtain these required approvals, BridgeBio will hold the BridgeBio special meeting to ask its stockholders to approve the issuance of BridgeBio common stock to Eidos stockholders in connection with the mergers and Eidos will hold the Eidos special meeting to ask its stockholders to adopt the merger agreement and approve the mergers and other transactions contemplated thereby.

This joint proxy statement/prospectus constitutes both a joint proxy statement of BridgeBio and Eidos and a prospectus of BridgeBio. It is a joint proxy statement because the BridgeBio board is soliciting proxies from its stockholders, and the Eidos board is soliciting proxies from its stockholders. It is a prospectus because BridgeBio is offering BridgeBio common stock in exchange for the outstanding shares of Eidos common stock, at the election of each of the holders of Eidos common stock.

 

Q:

Why are BridgeBio and Eidos proposing the mergers?

 

  A:

The BridgeBio board and the Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting on the unanimous recommendation of the Eidos special committee, each believe that the proposed mergers will provide a number of significant benefits and opportunities that are in the best interests of BridgeBio stockholders and Eidos stockholders, respectively. To review the reasons for the proposed mergers in greater detail, see “The Mergers—BridgeBio’s Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors” of this joint proxy statement/prospectus, and “The Mergers—Eidos’ Reasons for the Mergers; Recommendation of the Eidos Special Committee and the Eidos Board of Directors” of this joint proxy statement/prospectus.

 

Q:

What will Eidos stockholders receive in the mergers?

 

  A:

If the mergers are completed, each share of Eidos common stock issued and outstanding immediately prior to the effective time (other than shares of Eidos common stock (i) owned by Eidos as treasury

 

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  stock, (ii) owned by Eidos, BridgeBio, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio and, in each case, not held on behalf of third parties and (iii) that relate to Eidos restricted share awards (as defined below)) will be converted into the right to receive, at the election of each stockholder of Eidos, either (1) 1.85 shares of BridgeBio common stock or (2) $73.26 in cash, subject to proration. The cash consideration will be prorated as necessary to ensure that the aggregate amount of cash consideration payable in the mergers is no greater than $175 million. The stock consideration is not subject to proration.

If the exchange ratio would result in an Eidos stockholder being entitled to receive a fraction of a share of BridgeBio common stock, such Eidos stockholder will receive cash from BridgeBio in lieu of such fractional interest in an amount determined by multiplying (i) the amount of the fractional share interest in a share of BridgeBio common stock to which such holder is entitled in connection with the mergers and (ii) the volume weighted average price for a share of BridgeBio common stock on the Nasdaq (as reported by Bloomberg or, if not reported thereby, in another authoritative source mutually selected by BridgeBio and Eidos) for the five consecutive trading days ending on (and including) the second trading day immediately prior to the election deadline described below.

 

Q:

How does the stock consideration compare to the market price of Eidos common stock?

 

  A:

Based on the closing trading price per share of BridgeBio common stock of $39.60 on October 2, 2020, the last trading day before the public announcement of the merger agreement, the stock consideration represented approximately $73.26 per share of Eidos common stock. This price represented a premium of approximately 41% to the closing price of Eidos common stock of $51.92 on the Nasdaq on October 2, 2020, the last trading day before the public announcement of the merger agreement. Based on the closing price of $57.75 per share of BridgeBio common stock on the Nasdaq on December 10, 2020, the stock consideration represented approximately $106.84 per share of Eidos common stock.

Changes in the market price of shares of BridgeBio common stock prior to the closing of the mergers will affect the value of the stock consideration. Accordingly, we urge you to obtain the latest market quotations for shares of BridgeBio common stock prior to submitting your vote or attending the special meeting. Shares of Eidos common stock are currently traded on the Nasdaq under the symbol “EIDX,” and shares of BridgeBio common stock are currently traded on the Nasdaq under the symbol “BBIO.”

 

Q:

What will BridgeBio stockholders receive in the mergers?

 

  A:

BridgeBio stockholders will simply retain the BridgeBio common stock they currently own. They will not receive any additional BridgeBio common stock in the mergers.

 

Q:

How do Eidos stockholders make an election to receive cash or BridgeBio common stock in connection with the mergers?

 

  A:

The election deadline will be 5:00 p.m., Eastern Time, on the date as near as practicable to the date that is three business days prior to the expected closing date of the mergers, unless otherwise agreed to in advance by BridgeBio and Eidos (the “election deadline”). BridgeBio and Eidos will issue a press release announcing the election deadline at least five business days prior to the election deadline. BridgeBio and Eidos currently expect the election deadline to be 5:00 p.m., Eastern Time, on January 21, 2021. BridgeBio and Eidos will promptly announce any delay or rescheduling of the election deadline.

Concurrent with the mailing of this joint proxy statement/prospectus, each Eidos stockholder as of the Eidos record date (as defined below) is being sent an election form with instructions for making an election. American Stock Transfer & Trust Company, the exchange agent (the “exchange agent”), will also, upon request, make available forms of election to each person who subsequently becomes a holder of Eidos common stock prior to the election deadline. If you have not received a form of

 

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election, you may obtain one by contacting the exchange agent toll free at (877) 248-6417 or at (718) 921-8317. Holders of Eidos common stock should carefully review and follow the instructions set forth in the form of election. Elections must be sent to the exchange agent. Elections sent to Eidos or BridgeBio will be invalid. If you own shares of Eidos common stock in “street name” through a bank, broker or other nominee, you should follow the instructions of the bank, broker or other nominee for making an election with respect to your shares. That deadline may be earlier than the election deadline specified above. See “The Transaction Agreements—Description of the Merger Agreement—Conversion of Eidos Common Stock; Elections as to Form of Consideration.”

Whether you vote “FOR” or “AGAINST” the Eidos proposals, you are permitted and encouraged to submit an election form. If you do not send in the election form by the election deadline, you will be deemed to have elected to receive the stock consideration.

 

Q:

Can Eidos stockholders change their elections after the form of election has been submitted?

 

  A:

Yes. Eidos stockholders may revoke their elections prior to the election deadline by submitting a written notice of revocation to the exchange agent at the contact information provided above, together with a properly completed and signed revised form of election. Any subsequent transfer of any shares of Eidos common stock after the holder of such shares has made an election shall automatically revoke such election as to such shares of Eidos common stock (and such subsequent transferee may make a new election pursuant to and if permitted by the terms of the merger agreement). See The Transaction Agreements—Description of the Merger Agreement—Conversion of Eidos Common Stock; Elections as to Form of Consideration.”

 

Q:

When will the mergers be consummated?

 

  A:

The mergers are expected to be consummated by the end of the first calendar quarter of 2021, subject to the receipt of the required approvals from both BridgeBio and Eidos stockholders and other customary closing conditions. However, neither BridgeBio nor Eidos can predict the actual date on which the mergers will be consummated, or whether they will be consummated, because the mergers are subject to factors beyond each company’s control. See “The Transaction Agreements—Description of the Merger Agreement—Conditions to Completion of the Mergers.”

 

Q:

What are the conditions to the consummation of the mergers?

 

  A:

In addition to approval of the BridgeBio share issuance proposal (as defined below) by BridgeBio stockholders and approval of the Eidos merger proposal by Eidos stockholders, consummation of the mergers is subject to the satisfaction or, to the extent permitted by applicable law, waiver of a number of other conditions. See “The Transaction Agreements—Description of the Merger Agreement—Conditions to Completion of the Mergers.”

 

Q:

What effect will the mergers have on BridgeBio and Eidos?

 

  A:

At the effective time, Merger Sub I will be merged with and into Eidos and the separate corporate existence of Merger Sub I shall thereupon cease. Immediately after the effective time, Eidos will be merged with and into Merger Sub II and the separate corporate existence of the Eidos will thereupon cease, with Merger Sub II continuing to be an indirect wholly owned subsidiary of BridgeBio. From and after the effective time of the subsequent merger, the name of the surviving subsidiary corporation will be “Eidos Therapeutics, Inc.” Following the consummation of the mergers, Eidos common stock will no longer be listed on the Nasdaq or any other stock exchange or quotation system, and Eidos will cease to be a publicly traded company.

BridgeBio common stock will continue to be registered and subject to reporting obligations under the Exchange Act following the consummation of the mergers. Shares of BridgeBio common stock will continue to be listed on the Nasdaq and trade under the symbol “BBIO” following the mergers.

 

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Q:

Who will own BridgeBio following the mergers?

 

  A:

Immediately upon consummation of the mergers, pre-closing Eidos stockholders (other than BridgeBio and its subsidiaries) are expected to own between 16% and 18% of the outstanding shares of BridgeBio common stock and pre-closing BridgeBio stockholders are expected to own between 82% and 84% of the outstanding shares of BridgeBio common stock, in each case, depending on the amount of cash Eidos stockholders elect to receive.

 

Q:

Who will serve as the directors and senior officers of BridgeBio following the mergers?

 

  A:

The directors and executive officers of BridgeBio prior the mergers are expected to continue as directors and executive officers of BridgeBio after the mergers.

 

Q:

Who is entitled to vote?

 

  A:

BridgeBio: The BridgeBio board has fixed the close of business on December 8, 2020 as the record date for the BridgeBio special meeting (the “BridgeBio record date”). If you are a holder of record of BridgeBio common stock as of the close of business on December 8, 2020, you are entitled to receive notice of and to vote at the BridgeBio special meeting and any adjournments thereof.

Eidos: The Eidos board has fixed the close of business on December 8, 2020 as the record date for the Eidos special meeting (the “Eidos record date”). If you are a holder of record of Eidos common stock as of the close of business on December 8, 2020, you are entitled to receive notice of and to vote at the Eidos special meeting and any adjournments thereof.

 

Q:

What are BridgeBio stockholders being asked to vote on?

 

  A:

At the BridgeBio special meeting, BridgeBio stockholders will be asked to approve the following items:

 

  1.

A proposal to approve the issuance of shares of BridgeBio common stock upon the terms and subject to the conditions set forth in the merger agreement (i.e., the BridgeBio share issuance proposal); and

 

  2.

A proposal to approve the adjournment of the BridgeBio special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the BridgeBio share issuance proposal (i.e., the BridgeBio adjournment proposal).

Approval of the BridgeBio share issuance proposal is required for consummation of the mergers. Approval of the BridgeBio adjournment proposal is not required for consummation of the mergers.

No other matters are intended to be brought before the BridgeBio special meeting by BridgeBio.

 

Q:

What vote is required to approve each proposal at the BridgeBio special meeting?

 

  A:

At the BridgeBio special meeting, the following votes are required to approve each proposal:

 

  1.

BridgeBio Share Issuance Proposal: Approval of the BridgeBio share issuance proposal requires the affirmative vote of a majority of the votes cast on the proposal at the BridgeBio special meeting, assuming a quorum is present. Approval of the BridgeBio share issuance proposal is required for approval of the shares of BridgeBio common stock to be issued to Eidos stockholders in the mergers. For the BridgeBio share issuance proposal, an abstention, failure to vote or broker non-vote will not be counted as a vote “FOR” or “AGAINST” this proposal and therefore will have no effect on the outcome of this proposal.

 

  2.

BridgeBio Adjournment Proposal: Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the

 

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  BridgeBio special meeting, assuming a quorum is present. For the BridgeBio adjournment proposal, an abstention, failure to vote or broker non-vote will not be counted as a vote “FOR” or “AGAINST” this proposal and therefore will have no effect on the outcome of this proposal.

A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Because none of the BridgeBio proposals will qualify for discretionary voting treatment by a broker under the applicable rules, there will be no broker non-votes at the BridgeBio special meeting.

 

Q:

How does the BridgeBio board recommend BridgeBio stockholders vote?

 

  A:

The BridgeBio board has unanimously approved the merger agreement and determined that the merger agreement and the mergers are advisable and in the best interests of BridgeBio and its stockholders. The BridgeBio board recommends that the BridgeBio stockholders vote their shares of BridgeBio common stock:

 

  1.

FOR” the BridgeBio share issuance proposal; and

 

  2.

FOR” the BridgeBio adjournment proposal.

 

Q:

What are Eidos stockholders being asked to vote on?

 

  A:

At the Eidos special meeting, Eidos stockholders will be asked to approve the following items (collectively, the “Eidos proposals”):

 

  1.

A proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement (the “Eidos merger proposal”);

 

  2.

A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the “Eidos advisory compensation proposal”); and

 

  3.

A proposal to approve the adjournment of the Eidos special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal (the “Eidos adjournment proposal”).

Approval of the Eidos merger proposal is required for consummation of the mergers. Neither the approval of the Eidos adjournment proposal nor the Eidos advisory compensation proposal is required for consummation of the mergers.

No other matters are intended to be brought before the Eidos special meeting by Eidos.

 

Q:

What vote is required to approve each proposal at the Eidos special meeting?

 

  A:

At the Eidos special meeting, the following votes are required to approve each proposal:

 

  1.

Eidos Merger Proposal: Approval of the Eidos merger proposal requires the affirmative vote of the holders of:

 

  (A)

a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon;

 

  (B)

a majority of the shares of Eidos common stock held by stockholders other than (i) BridgeBio and any person or entity controlling, controlled by or under common control with BridgeBio (any such person or entity, an “Affiliate”) (including Merger

 

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  Sub I and Merger Sub II), (ii) any director or officer of BridgeBio or its Affiliates (including Merger Sub I and Merger Sub II) and (iii) any director or officer of Eidos (other than members of the Eidos special committee (as defined below)); and

 

  (C)

at least 66-2/3% of the aggregate voting stock (as defined in Section 203 of the DGCL) of Eidos that is not owned (as defined in Section 203 of the DGCL) by BridgeBio, Merger Sub I, Merger Sub II or any of their respective affiliates or associates (as such terms are defined in Section 203 of the DGCL) (the approvals in clauses (B) and (C) are referred to as the “Eidos unaffiliated stockholder approvals”).

For the Eidos merger proposal, an abstention will have the same effect as a vote cast “AGAINST” this proposal. A failure to vote or broker non-vote will have the same effect as a vote cast “AGAINST” this proposal.

 

  2.

Eidos Advisory Compensation Proposal: Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter at the Eidos special meeting, assuming a quorum is present. An abstention, failure to vote or broker non-vote will not be counted as a vote “FOR” or “AGAINST” this proposal.

 

  3.

Eidos Adjournment Proposal: Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter at the Eidos special meeting, regardless of whether a quorum is present. An abstention, failure to vote or broker non-vote will not be counted as a vote “FOR” or “AGAINST” this proposal.

A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Because none of the Eidos proposals will qualify for discretionary voting treatment by a broker under the applicable rules, there will be no broker non-votes at the Eidos special meeting.

 

Q:

How does the Eidos special committee and the Eidos board recommend Eidos stockholders vote?

 

  A:

The Eidos special committee and the Eidos board each recommend that Eidos stockholders vote:

 

  1.

FOR” the Eidos merger proposal;

 

  2.

FOR” the Eidos advisory compensation proposal; and

 

  3.

FOR” the Eidos adjournment proposal.

In light of the fact that certain Eidos directors are on the BridgeBio board and/or own shares of BridgeBio common stock, the Eidos board formed the Eidos special committee to consider and approve a potential transaction with BridgeBio. The Eidos special committee unanimously determined that the merger agreement, the mergers and the other transactions contemplated thereby are fair to, advisable and in the best interests of Eidos and its stockholders, and recommended that the Eidos board authorize, approve, adopt and declare advisable the merger agreement, the mergers and the other transactions contemplated thereby.

The Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting on the unanimous recommendation of the Eidos special committee, has (1) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (2) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable and (3) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement.

 

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Q:

Are there any risks that BridgeBio or Eidos stockholders should consider in deciding whether to vote on the BridgeBio proposals or the Eidos proposals?

 

  A:

Yes. Before making any decision on whether and how to vote, BridgeBio and Eidos stockholders are urged to read carefully and in its entirety the information contained in “Risk Factors” of this joint proxy statement/prospectus. BridgeBio and Eidos stockholders should also read and carefully consider the risk factors of Eidos and BridgeBio and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.

 

Q:

Do any of BridgeBio’s or Eidos’ directors or executive officers have interests in the mergers that may be different from, or in addition to, those of BridgeBio or Eidos stockholders?

 

  A:

Yes. Some of the directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Eidos stockholders. See “The Mergers—Interests of Certain Persons in the Mergers.” The members of the BridgeBio board, the Eidos special committee and the Eidos board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the mergers, and in recommending that BridgeBio stockholders and Eidos stockholders approve the BridgeBio proposals and the Eidos proposals.

 

Q:

What do I need to do now?

 

  A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy card or voting instruction form for your shares of BridgeBio common stock or Eidos common stock, as applicable, as soon as possible so that your shares will be represented at your respective company’s special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your bank, broker or other nominee if your shares are held in “street name” through your bank, broker or other nominee.

 

Q:

How do I vote?

 

  A:

If you are a stockholder of record of BridgeBio as of the BridgeBio record date or a stockholder of record of Eidos as of the Eidos record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:

 

  1.

visit the website shown on your proxy card to submit your proxy via the Internet;

 

  2.

call the toll-free number for telephone proxy submission shown on your proxy card; or

 

  3.

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held in “street name,” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your bank, broker or other nominee. “Street name” stockholders who wish to vote virtually at the meeting will need to obtain and submit a “legal proxy” from their bank, broker or other nominee.

You may also cast your vote virtually at your respective company’s special meeting. Even if you plan to attend the BridgeBio special meeting or the Eidos special meeting virtually, we recommend that you also submit your proxy card or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to virtually attend the meeting.

 

Q:

How many votes do I have?

 

  A:

BridgeBio: You are entitled to one vote on each of the BridgeBio proposals for each share of BridgeBio common stock that you owned as of the close of business on the BridgeBio record date. As of the close

 

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  of business on November 30, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, 122,702,569 shares of BridgeBio common stock were outstanding.

Eidos: You are entitled to one vote on each of the Eidos proposals for each share of Eidos common stock that you owned as of the close of business on the Eidos record date. As of the close of business on November 30, 2020, the latest practicable date before the date of this joint proxy statement / prospectus, 38,861,923 shares of Eidos common stock were outstanding.

 

Q:

Are any BridgeBio stockholders already committed to vote in favor of the BridgeBio share issuance proposal? Are any Eidos stockholders already committed to vote in favor of the Eidos merger proposal?

 

  A:

BridgeBio: Yes. Each of the directors of BridgeBio entered into an agreement with Eidos (the “BridgeBio voting agreements”), and KKR Genetic Disorder L.P. entered into an agreement with Eidos (the “KKR voting agreement” and, together with the BridgeBio voting agreements, the “voting agreements”), pursuant to which each of the stockholders party to the voting agreements (collectively holding approximately 36.4% of the issued and outstanding shares of BridgeBio common stock) has agreed to vote all of its shares of BridgeBio common stock to approve the BridgeBio share issuance proposal and any related transactions, and to take certain other actions, including voting against any action, agreement or proposal made in opposition to or in competition with the consummation of the BridgeBio share issuance proposal or any of the other transactions contemplated by the merger agreement, in each case, subject to the terms and conditions set forth therein. The form of voting agreement for each of the BridgeBio directors and the voting agreement for KKR Genetic Disorder L.P. are included as Annexes B and C, respectively, to this joint proxy statement/prospectus and are incorporated herein by reference.

Eidos: Yes. Pursuant to the merger agreement, BridgeBio has agreed to vote all of its shares of Eidos common stock in favor of the Eidos merger proposal. However, with respect to the Eidos unaffiliated stockholder approvals required in order to approve the Eidos merger proposal, BridgeBio’s shares of Eidos common stock will not be counted; accordingly, your vote is very important.

 

Q:

What if I sell my BridgeBio common stock before the BridgeBio special meeting, or I sell my Eidos common stock before the Eidos special meeting?

 

  A:

BridgeBio: If you transfer your shares of the BridgeBio common stock after the BridgeBio record date but before the BridgeBio special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the BridgeBio special meeting.

Eidos: If you transfer your shares of the Eidos common stock after the Eidos record date but before the Eidos special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Eidos special meeting, but will have transferred the right to receive the merger consideration, as further described herein. In order to receive the merger consideration, you must hold your shares of the Eidos common stock through the effective time.

 

Q:

Should I send in my Eidos stock certificates now?

 

  A:

No, please do NOT return your stock certificate(s) with your proxy or form of election. To the extent Eidos stockholders have certificated shares, such Eidos stockholders should keep their existing stock certificates at this time. After the mergers are consummated, Eidos stockholders who elect to receive stock consideration will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates or book-entry shares for shares of BridgeBio common stock.

 

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BridgeBio will not issue stock certificates in respect of any shares of BridgeBio common stock, except as required by law. Eidos stockholders who elect to receive the stock consideration will receive shares of BridgeBio common stock in book-entry form.

 

Q:

How do BridgeBio stockholders and Eidos stockholders attend the BridgeBio special meeting and the Eidos special meeting, respectively?

 

  A:

BridgeBio: The BridgeBio special meeting will be conducted exclusively via live webcast starting at 10:00 a.m., Pacific Time, on January 19, 2021. BridgeBio stockholders will be able to join and ask questions of, and engage in dialogue with, members of the BridgeBio board and senior management at www.virtualshareholdermeeting.com/BBIO2021SM during the meeting. You will need to have your 16–digit control number included on your proxy card or voting instruction form to vote at the BridgeBio special meeting. Because the BridgeBio special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meetings in person.

 

  A:

Eidos: The Eidos special meeting will be conducted exclusively via live webcast starting at 9:00 a.m., Pacific Time, on January 19, 2021. Eidos stockholders will be able to join and to ask questions of, and engage in dialogue with, members of the Eidos board and senior management at www.virtualshareholdermeeting.com/EIDX2021SM during the meeting. You will need to have your 16–digit control number included on your proxy card or voting instruction form to vote at the Eidos special meeting, which is included on the proxy card that you received. Because the Eidos special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meetings in person.

 

Q:

If my BridgeBio common stock or Eidos common stock is held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote them for me?

 

  A:

BridgeBio: If your BridgeBio common stock is held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your BridgeBio common stock with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote BridgeBio common stock held in street name by returning a proxy card directly to BridgeBio or by voting virtually at the BridgeBio special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use.

Brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the BridgeBio special meeting will be “non-routine” and therefore, there will be no broker non-votes at the BridgeBio special meeting.

If you are a BridgeBio stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

 

   

your bank, broker or other nominee may not vote your shares on either of the BridgeBio proposals, which will not count as a vote “FOR” or “AGAINST” either of the proposals; and

 

   

your shares will not be counted towards determining whether a quorum is present.

Eidos: If your Eidos common stock is held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your Eidos common stock with

 

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instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote Eidos common stock held in street name by returning a proxy card directly to Eidos or by voting virtually at the Eidos special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use.

Brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Eidos special meeting will be “non-routine” and therefore, there will be no broker non-votes at the Eidos special meeting.

If you are an Eidos stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

 

   

your bank, broker or other nominee may not vote your shares on the Eidos merger proposal, which will have the same effect as a vote “AGAINST” this proposal;

 

   

your bank, broker or other nominee may not vote your shares on the Eidos adjournment proposal or the Eidos advisory compensation proposal, which will not count as a vote “FOR” or “AGAINST” either of these proposals; and

 

   

your shares will not be counted towards determining whether a quorum is present.

 

Q:

What if I do not vote?

 

  A:

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the BridgeBio common stock represented by your proxy will be voted as recommended by the BridgeBio board with respect to that proposal or the Eidos common stock represented by your proxy will be voted as recommended by the Eidos board and Eidos special committee with respect to that proposal. Unless a BridgeBio stockholder or Eidos stockholder, as applicable, checks the box on his, her or its proxy card to withhold discretionary authority, the applicable proxy holders may use their discretion to vote on other matters relating to the BridgeBio special meeting or Eidos special meeting, as applicable.

For purposes of each of the BridgeBio special meeting and the Eidos special meeting, an abstention occurs when a stockholder, as applicable, attends the applicable special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

BridgeBio

 

  1.

BridgeBio Share Issuance Proposal: An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If a BridgeBio stockholder is not present virtually at the BridgeBio special meeting and does not respond by proxy, it will have no effect on the vote count for the share issuance proposal (assuming a quorum is present).

 

  2.

BridgeBio Adjournment Proposal: An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If a BridgeBio stockholder is not present virtually at the BridgeBio special meeting and does not respond by proxy, it will have no effect on the vote count for the BridgeBio adjournment proposal (assuming a quorum is present).

Eidos

 

  1.

Eidos Merger Proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

 

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  2.

Eidos Advisory Compensation Proposal: An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If an Eidos stockholder is not present virtually at the Eidos special meeting and does not respond by proxy, it will have no effect on the vote count for the Eidos advisory compensation proposal (assuming a quorum is present).

 

  3.

Eidos Adjournment Proposal: An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If an Eidos stockholder is not present virtually at the Eidos special meeting and does not respond by proxy, it will have no effect on the vote count for the Eidos adjournment proposal (regardless of whether a quorum is present).

Your vote is very important. Accordingly, each BridgeBio and Eidos stockholder should submit his, her or its proxy via the Internet or by telephone, or sign, date and return the enclosed proxy card, whether or not such BridgeBio stockholder or Eidos stockholder plans to virtually attend its respective special meeting.

 

Q:

May I change my vote after I have delivered my proxy card or voting instruction form?

 

  A:

Yes. If you own your BridgeBio common stock or Eidos common stock in your own name, you may revoke your proxy at any time prior to its exercise by:

 

   

giving a written notice of revocation to the Secretary of BridgeBio or the Secretary of Eidos, as applicable, at or before the BridgeBio special meeting or the Eidos special meeting, as applicable;

 

   

attending the BridgeBio special meeting or the Eidos special meeting, as applicable, and voting virtually; or

 

   

properly completing and executing a later dated proxy and delivering it to the Secretary of BridgeBio or the Secretary of Eidos, as applicable, at or before the BridgeBio special meeting or the Eidos special meeting, as applicable.

Your presence without voting at the BridgeBio special meeting or the Eidos special meeting, as applicable, will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken.

 

Q:

What should I do if I receive more than one set of voting materials?

 

  A:

You may receive more than one set of voting materials for the BridgeBio special meeting or the Eidos special meeting and the materials may include multiple proxy cards or voting instruction forms. For example, you will receive a separate voting instruction form for each brokerage account in which you hold BridgeBio common stock or Eidos common stock. Additionally, if you are a holder of record registered in more than one name, you will receive more than one proxy card. Finally, if you hold both BridgeBio common stock and Eidos common stock, you will receive two separate packages of proxy materials. Please complete, sign, date and return each proxy card and voting instruction form that you receive according to the instructions on it.

 

Q:

Where can I find the voting results of the BridgeBio special meeting and the Eidos special meeting?

 

  A:

Within four business days following the respective special meeting, BridgeBio and Eidos intend to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, BridgeBio and Eidos will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

 

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Q:

Are BridgeBio or Eidos stockholders entitled to appraisal rights?

 

  A:

No. Neither BridgeBio nor Eidos stockholders will be entitled to exercise any appraisal rights under Delaware law in connection with the mergers.

 

Q:

What are the material U.S. federal income tax consequences of the mergers to U.S. holders of Eidos common stock?

 

  A:

The mergers, taken together, are expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In such case, a U.S. holder of Eidos common stock that receives BridgeBio stock or a combination of BridgeBio stock and cash generally would recognize gain (but not loss) in an amount not exceeding the amount of cash received by such U.S. holder, and a U.S. holder of Eidos common stock receiving solely cash would recognize gain or loss in an amount equal to the difference between the cash received and such holder’s basis in the Eidos common stock surrendered. Such gain or loss will generally constitute capital gain or loss and will constitute long-term capital gain or loss if the Eidos common stock was held for more than one year as of the date of the initial merger. Although BridgeBio and Eidos intend and expect the mergers to qualify as a “reorganization,” please note that the completion of the mergers is not conditioned on the mergers qualifying as a “reorganization” or upon the receipt of an opinion from counsel or ruling from the Internal Revenue Service (the “IRS”) to that effect. Accordingly, no assurance can be given that the mergers, taken together, will qualify as a “reorganization.”

For a more complete description of the U.S. federal income tax consequences of the mergers, including if the mergers do not qualify as a “reorganization,” see the section entitled “Material U.S. Federal Income Tax Consequences.” The tax consequences of the mergers to you will depend on your particular facts and circumstances. You should consult your own tax advisor as to the specific tax consequences of the mergers to you in light of your particular circumstances.

 

Q:

What happens if the mergers are not consummated?

 

  A:

If the mergers are not consummated, Eidos stockholders will not receive the merger consideration in exchange for their shares of Eidos common stock. Instead, BridgeBio and Eidos will remain separate public companies and the Eidos common stock and the BridgeBio common stock will continue to be listed and traded on the Nasdaq. In addition, Eidos will continue to be BridgeBio’s majority owned subsidiary.

 

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

 

  A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a BridgeBio stockholder, contact BridgeBio’s proxy solicitation agent and, if you are an Eidos stockholder, contact Eidos’ proxy solicitation agent.

BridgeBio stockholders should contact Morrow Sodali, the proxy solicitation agent for BridgeBio, at (800) 662-5200 (toll-free in North America), or (203) 658-9400 (outside of North America), or by email at BBIO@investor.morrowsodali.com.

Eidos stockholders should contact Innisfree, the proxy solicitation agent for Eidos, by calling toll-free at (877) 750-8332.

 

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Q:

Where can I find more information about BridgeBio and Eidos?

 

  A:

You can find more information about BridgeBio and Eidos from the various sources described under “Where You Can Find More Information” or by contacting the proxy solicitors identified below.

 

For BridgeBio stockholders:   For Eidos stockholders:
LOGO   LOGO

509 Madison Avenue

New York, New York 10022

Email: BBIO@investor.morrowsodali.com

Call toll-free at (800) 662-5200 (in North America)

or (203) 658-9400 (outside of North America)

 

501 Madison Avenue, 20th Floor
New York, New York 10022

Toll-free at (877) 750-8332 (from the U.S. and Canada)

or (412) 232-3651 (from other locations)

 

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SUMMARY

This summary highlights selected information included in this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents referred to in this joint proxy statement/prospectus, because the information in this summary may not provide all of the information that might be important to you in determining how to vote. Additional important information about Eidos and BridgeBio is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see “Where You Can Find More Information.” Certain items in this summary include a page reference directing you to a more complete description of that item.

Parties to the Transaction (See Page 46)

BridgeBio Pharma, Inc.

BridgeBio is a team of experienced drug discoverers, developers and innovators working to create life-altering medicines that target well-characterized genetic diseases at their source. BridgeBio was founded in 2015 to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which are diseases that arise from defects in a single gene, and cancers with clear genetic drivers. BridgeBio’s pipeline of over 20 development programs includes product candidates ranging from early discovery to late-stage development.

Eidos Therapeutics, Inc.

Eidos is a clinical stage biopharmaceutical company focused on addressing the large and growing unmet need in diseases caused by transthyretin (TTR) amyloidosis (ATTR). Eidos is developing acoramidis, a potentially disease-modifying therapy for the treatment of ATTR.

Globe Merger Sub I, Inc.

Merger Sub I was incorporated in the State of Delaware on October 2, 2020, and is a wholly owned indirect subsidiary of BridgeBio. Merger Sub I was formed solely for the purpose of completing the mergers. Merger Sub I has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the mergers.

Globe Merger Sub II, Inc.

Merger Sub II was incorporated in the State of Delaware on October 2, 2020, and is a direct wholly owned subsidiary of BridgeBio. Merger Sub II was formed solely for the purpose of completing the mergers. Merger Sub II has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the mergers.

The BridgeBio Special Meeting (See Page 47)

The BridgeBio special meeting will be conducted exclusively via live webcast starting at 10:00 a.m., Pacific Time, on January 19, 2021. You will be able to attend the BridgeBio special meeting online, submit and receive answers to your questions during the BridgeBio special meeting and vote your shares electronically at the BridgeBio special meeting by going to www.virtualshareholdermeeting.com/BBIO2021SM and entering your 16-digit control number, which is included on the proxy card that you received. Because the BridgeBio special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.



 

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At the BridgeBio special meeting, BridgeBio stockholders will be asked to consider and vote upon the following items:

 

  1.

a proposal to approve the issuance of shares of BridgeBio common stock issuable pursuant to the merger agreement; and

 

  2.

a proposal to approve the adjournment of the BridgeBio special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the BridgeBio share issuance proposal.

Only record holders of shares of BridgeBio common stock at the close of business on the BridgeBio record date will be entitled to notice of, and to vote at, the BridgeBio special meeting or any adjournments or postponements thereof.

At the BridgeBio special meeting, a majority of the shares entitled to vote, present virtually or by proxy, is necessary to constitute a quorum. Abstentions and withheld votes will be counted as present and entitled to vote for purposes of determining a quorum. Because all proposals at the BridgeBio special meeting will be considered non-routine, BridgeBio does not expect to receive any broker non-votes. As a result, broker non-votes will not be counted as present and entitled to vote for purposes of determining whether a quorum is present at the BridgeBio special meeting.

Approval of the BridgeBio share issuance proposal by BridgeBio stockholders requires the affirmative vote of a majority of votes cast on such proposal at the BridgeBio special meeting, assuming a quorum is present. Abstentions will have the same effect as a vote cast “AGAINST” the BridgeBio share issuance proposal. A failure to vote and broker non-votes will have no effect with respect to the BridgeBio share issuance proposal.

Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of votes properly cast for or against such proposal at the BridgeBio special meeting, assuming a quorum is present. Abstentions, a failure to vote and broker non-votes will have no effect with respect to the BridgeBio adjournment proposal.

Consummation of the mergers is conditioned on approval of the BridgeBio share issuance proposal, but is not conditioned on the approval of the BridgeBio adjournment proposal.

The Eidos Special Meeting (See Page 55)

The Eidos special meeting will be conducted exclusively via live webcast starting at 9:00 a.m., Pacific Time, on January 19, 2021. You will be able to attend the Eidos special meeting online, submit and receive answers to your questions during the Eidos special meeting and vote your shares electronically at the Eidos special meeting by going to www.virtualshareholdermeeting.com/EIDX2021SM and entering your 16-digit control number, which is included on the proxy card that you received. Because the Eidos special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

At the Eidos special meeting, Eidos stockholders will be asked to consider and vote upon the following items:

 

  1.

A proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement (the “Eidos merger proposal”);

 

  2.

A proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the “Eidos advisory compensation proposal”); and



 

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  3.

A proposal to approve the adjournment of the Eidos special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal.

Only record holders of shares of Eidos common stock at the close of business on the Eidos record date will be entitled to notice of, and to vote at, the Eidos special meeting or any adjournments or postponements thereof.

At the Eidos special meeting, stockholders representing a majority of the outstanding shares of Eidos common stock entitled to vote, present virtually or by proxy, is necessary to constitute a quorum. Abstentions and withheld votes will be counted as present and entitled to vote for purposes of determining a quorum. Because all proposals at the Eidos special meeting will be considered non-routine, Eidos does not expect to receive any broker non-votes. As a result, broker non-votes will not be counted as present and entitled to vote for purposes of determining whether a quorum is present at the Eidos special meeting.

Approval of the Eidos merger proposal requires the affirmative vote of (i) the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon, (ii) a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee); and (iii) at least 66-2/3% of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the DGCL) (clauses (ii) and (iii) are collectively referred to as the “Eidos unaffiliated stockholder approvals”). An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, assuming a quorum is present. An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If an Eidos stockholder is not present virtually at the Eidos special meeting and does not respond by proxy, it will have no effect on the vote count for the stock issuance proposal (assuming a quorum is present).

Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, regardless of whether a quorum is present. An abstention will not count as a vote cast “FOR” or “AGAINST” such proposal. If an Eidos stockholder is not present virtually at the Eidos special meeting and does not respond by proxy, it will have no effect on the vote count for the stock issuance proposal (regardless of whether a quorum is present).

Consummation of the mergers is conditioned on approval of the Eidos merger proposal, but is not conditioned on the approval of the Eidos advisory compensation proposal or the Eidos adjournment proposal.

The Mergers (See Page 64)

The terms and conditions of the transaction are contained in the merger agreement which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference into this joint proxy statement/prospectus. You should read the merger agreement carefully, as it is the legal document that governs the transaction.

Transaction Structure

The mergers will be implemented through two steps that will occur in immediate succession. At the effective time, Merger Sub I will be merged with and into Eidos and the separate corporate existence of Merger Sub I shall thereupon cease. Immediately after the initial merger, Eidos will be merged with and into Merger Sub



 

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II and the separate corporate existence of the Eidos will thereupon cease, with Merger Sub II continuing to be an indirect wholly owned subsidiary of BridgeBio. From and after the effective time of the subsequent merger, the name of the surviving subsidiary corporation will be “Eidos Therapeutics, Inc.” Following the consummation of the mergers, Eidos common stock will no longer be listed on the Nasdaq or any other stock exchange or quotation system, and Eidos will cease to be a publicly traded company.

Recommendations of the Eidos Special Committee and the Eidos Board of Directors; Reasons for Eidos to Enter into the Merger Agreement (See Page 83)

At a meeting held on October 4, 2020, the Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, both of whom recused themselves from deliberations regarding the proposed transaction with BridgeBio and abstained from voting on matters relating to the proposed transaction with BridgeBio at the Eidos board meeting), acting upon the recommendation of the Eidos special committee, (1) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (2) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable, (3) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement, (4) resolved to recommend adoption of the merger agreement and approval of the mergers and the other transactions contemplated thereby by the holders of shares of Eidos common stock and (5) directed that the merger agreement be submitted to the Eidos stockholders entitled to vote for its adoption. The Eidos board recommends that the Eidos stockholders vote “FOR” each of the proposals to be considered at the Eidos special meeting and described in this joint proxy statement/prospectus.

For a discussion of the factors considered by the Eidos special committee and the Eidos board in their determination to recommend the adoption of the merger agreement and the approval of the mergers and the other transactions contemplated thereby, see “The Mergers—Eidos’ Reasons for the Mergers; Recommendation of the Eidos Special Committee and the Eidos Board of Directors.”

BridgeBio Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors (See Page 90)

The BridgeBio board unanimously (i) determined that it is fair to and in the best interests of BridgeBio and its stockholders to enter into the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the BridgeBio share issuance proposal, advisable, (ii) approved the execution, delivery and performance of the merger agreement by BridgeBio and the consummation of the BridgeBio share issuance proposal and the other transactions contemplated by the merger agreement, (iii) resolved to recommend the approval of the BridgeBio share issuance proposal by BridgeBio stockholders and (iv) directed that the BridgeBio share issuance proposal be submitted to the stockholders of BridgeBio entitled to vote for its approval. The BridgeBio board unanimously recommends that the BridgeBio stockholders vote FOR each of the proposals to be considered at the BridgeBio special meeting and described in this joint proxy statement/prospectus.

For a discussion of the factors considered by the BridgeBio board in its determination to recommend, authorize, approve and declared advisable the merger agreement, the mergers, the BridgeBio share issuance proposal and the other transactions contemplated thereby, see “The Mergers—BridgeBio’s Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors.”

Opinion of the Eidos Special Committee’s Financial Advisor (See Page 93)

The Eidos special committee retained Centerview Partners LLC, which is referred to in this joint proxy statement/prospectus as “Centerview,” as financial advisor to the Eidos special committee in connection with the



 

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mergers and the other transactions contemplated by the merger agreement, which are collectively referred to as the “transaction” throughout this section and the summary of Centerview’s opinion below under the caption “Opinion of the Eidos Special Committee’s Financial Advisor.” In connection with this engagement, the Eidos special committee requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of Eidos common stock (other than shares of Eidos common stock (i) owned by Eidos as treasury stock, (ii) owned by Eidos, BridgeBio, Merger Sub I, Globe Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio or (iii) that relate to Eidos restricted share awards, and, in each case, not held on behalf of third parties), which are collectively referred to as “excluded shares” throughout this section and the summary of Centerview’s opinion below under the caption “Opinion of the Eidos Special Committee’s Financial Advisor” of the merger consideration proposed to be paid to such holders pursuant to the merger agreement. On October 4, 2020, Centerview rendered to the Eidos special committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 4, 2020 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration proposed to be paid to the holders of shares of Eidos common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For purposes of this section and the summary of Centerview’s opinion below under the caption “Opinion of the Eidos Special Committee’s Financial Advisor,” the term “merger consideration” means the aggregate stock consideration and the aggregate cash consideration to be paid to the holders of shares of Eidos common stock (other than excluded shares), taken together (and not separately).

The full text of Centerview’s written opinion, dated October 4, 2020, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of members of the Eidos special committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Eidos common stock (other than excluded shares) of the merger consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transaction and does not constitute a recommendation to any stockholder of Eidos or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Interests of Certain Persons in the Mergers (See Page 109)

BridgeBio’s and Eidos’ directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of BridgeBio stockholders and Eidos stockholders. See “The Mergers—Interests of Certain Persons in the Mergers.” The members of the BridgeBio board, the Eidos special committee and the Eidos board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the mergers, and in recommending that BridgeBio stockholders and Eidos stockholders approve the BridgeBio proposals and the Eidos proposals.

Board and Management of BridgeBio After the Mergers (See Page 112)

The directors and executive officers of BridgeBio prior to the mergers are expected to continue as directors and executive officers of BridgeBio after the mergers.



 

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Accounting Treatment (See Page 112)

The transaction will be accounted for as an acquisition of a non-controlling interest and no gain or loss is recognized upon its completion because BridgeBio already controls and will retain control over Eidos. There are no adjustments to the carrying values of assets and liabilities of the participating entities as the mergers represent a common control transaction.

Listing of Shares of BridgeBio Common Stock (See Page 113)

Under the merger agreement, BridgeBio has agreed to use its reasonable best efforts to cause the shares of BridgeBio common stock to be issued in the mergers to be approved for listing on the Nasdaq, subject to official notice of issuance, prior to the closing of the mergers. Following the mergers, shares of BridgeBio common stock will continue to be listed on the Nasdaq and trade under the symbol “BBIO.”

Delisting and Deregistration of Eidos Common Stock (See Page 113)

Following the mergers, shares of Eidos common stock will be delisted from the Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

Material U.S. Federal Income Tax Consequences (See Page 122)

The mergers, taken together, are expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In such case, a U.S. holder of Eidos common stock that receives BridgeBio stock or a combination of BridgeBio stock and cash generally would recognize gain (but not loss) in an amount not exceeding the amount of cash received by such U.S. holder, and a U.S. holder of Eidos common stock receiving solely cash would recognize gain or loss in an amount equal to the difference between the cash received and such holder’s basis in the Eidos common stock surrendered. Such gain or loss will generally constitute capital gain or loss and will constitute long-term capital gain or loss if the Eidos common stock was held for more than one year as of the date of the initial merger. Although BridgeBio and Eidos intend and expect the mergers to qualify as a “reorganization,” please note that the completion of the mergers is not conditioned on the mergers qualifying as a “reorganization” or upon the receipt of an opinion from counsel or ruling from the IRS to that effect. Accordingly, no assurance can be given that the mergers, taken together, will qualify as a “reorganization.”

For a more complete description of the U.S. federal income tax consequences of the mergers, including if the mergers do not qualify as a “reorganization,” see the section entitled “Material U.S. Federal Income Tax Consequences.” The tax consequences of the mergers to you will depend on your particular facts and circumstances. You should consult your own tax advisor as to the specific tax consequences of the mergers to you in light of your particular circumstances.

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the mergers.

The Transaction Agreements (See Page 126)

Description of the Merger Agreement (See Page 126)

Merger Consideration

At the effective time, each share of Eidos common stock issued and outstanding immediately prior to the effective time (other than shares of Eidos common stock (i) owned by Eidos as treasury stock, (ii) owned by



 

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Eidos, BridgeBio, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio and, in each case, not held on behalf of third parties and (iii) that relate to Eidos restricted share awards) will be converted into the right to receive, at Eidos stockholder’s election, (A) the stock consideration (i.e., 1.85 shares of BridgeBio common stock) or (B) the cash consideration (i.e., $73.26 in cash), under the terms and subject to the conditions set forth in the merger agreement. The merger consideration will be prorated as necessary to ensure that the aggregate amount of cash consideration is no greater than $175 million. From and after the effective time, all outstanding shares of Eidos common stock (other than the shares excluded in clauses (i), (ii) and (iii) above) will be cancelled and will thereafter represent only the right to receive, as applicable, the stock consideration or the cash consideration and any cash in lieu of fractional shares of BridgeBio common stock.

If the exchange ratio would result in an Eidos stockholder being entitled to receive a fraction of a share of BridgeBio common stock, such Eidos stockholder will receive cash from BridgeBio in lieu of such fractional interest in an amount determined by multiplying (i) the amount of the fractional share interest in a share of BridgeBio common stock to which such holder is entitled in connection with the mergers and (ii) the volume weighted average price for a share of BridgeBio common stock on the Nasdaq (as reported by Bloomberg or, if not reported thereby, in another authoritative source mutually selected by BridgeBio and Eidos) for the five consecutive trading days ending on (and including) the second trading day immediately prior to the election deadline described below.

Treatment of Eidos Equity Awards

Treatment of Eidos Stock Options. Immediately prior to the effective time, each option to purchase shares of Eidos common stock (an “Eidos option”) will be converted into an option, on the same terms and conditions applicable to such Eidos option immediately prior to the effective time (including for any accelerated vesting in connection with the mergers or the other transactions contemplated by the merger agreement), to purchase the number of shares of BridgeBio common stock, rounded down to the nearest whole share, that is equal to the product of the number of shares of Eidos common stock subject to such Eidos option immediately prior to the effective time, multiplied by the ratio of (i) the volume weighted average (rounded to the nearest cent) of the trading price for a share of Eidos common stock on the Nasdaq for the five consecutive trading days ending on (and including) the second trading day immediately prior to an election deadline agreed upon by BridgeBio and Eidos (the “election deadline”) to (ii) the volume weighted average of a share of BridgeBio common stock on the Nasdaq for the five consecutive trading days ending on (and including) the second trading day immediately prior to the election deadline (the “stock award exchange ratio”), at an exercise price per share of BridgeBio common stock equal to (A) the exercise price for the shares subject to such Eidos option immediately prior to the effective time divided by (B) the stock award exchange ratio.

Treatment of Eidos Restricted Stock. Each outstanding award of shares of Eidos common stock that is subject to forfeiture conditions, but excluding any shares that are subject solely to a repurchase condition (each, an “Eidos restricted share award”) will be converted into an award covering a number of whole restricted shares of BridgeBio common stock equal to the product of (i) the number of shares of Eidos common stock subject to such Eidos restricted share award immediately prior to the effective time multiplied by (ii) 1.85, which BridgeBio shares will be subject to the same terms and conditions as were applicable to such Eidos restricted share award immediately prior to the effective time (including for any accelerated vesting in connection with the mergers or the other transactions contemplated by the merger agreement). Any fractional restricted shares of BridgeBio common stock resulting from the above formula will be paid out to the holder of such Eidos restricted share award in cash (rounded to the nearest cent), without interest but after giving effect to any required tax withholdings, in an amount equal to the product of (x) the fraction of a share of BridgeBio common stock to which such holder would otherwise have been entitled to receive, multiplied by (y) the volume weighted average (rounded to the nearest cent) of the trading price for a share of BridgeBio common stock on the Nasdaq for the five consecutive trading days ending on (and including) the second trading day immediately prior to the election deadline, without regard to any vesting requirements.



 

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In addition to the foregoing, the parties have agreed that, to the extent that Eidos restricted stock units are granted to new hires in the interim period prior to the effective time of the mergers, such Eidos restricted stock units will be treated in the same manner as Eidos restricted share awards, discussed above. Accordingly, each restricted stock unit granted to new hires in the interim period prior to the effective time of the mergers (each, an “Eidos RSU”) will be converted into an award of restricted stock units in respect of a number of shares of BridgeBio common stock equal to the product of (i) the number of Eidos RSUs outstanding immediately prior to the effective time of the mergers, multiplied by (ii) 1.85, which BridgeBio converted restricted stock units will be subject to the same terms and conditions as were applicable to such Eidos RSUs immediately prior to the effective time of the mergers. Any fractional BridgeBio restricted stock unit resulting from the above formula will be paid out to the holder of such Eidos RSUs in cash (rounded to the nearest cent), without interest but after giving effect to any required tax withholdings, in an amount equal to the product of (x) the fraction of a share of BridgeBio common stock (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise have been entitled to receive, multiplied by (y) the volume weighted average (rounded to the nearest cent) of the trading price for a share of BridgeBio common stock on the Nasdaq for the five consecutive trading days ending on (and including) the second trading day immediately prior to the election deadline, without regard to any vesting requirements.

Conditions to the Completion of the Mergers

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, the closing of the mergers depends on a number of conditions being satisfied or waived (except with respect to the approval by BridgeBio stockholders of the BridgeBio share issuance proposal and the approval by Eidos stockholders of the Eidos merger proposal, which are not waivable). These conditions include:

 

   

approval of the mergers by the affirmative vote of:

 

   

the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon;

 

   

a majority of the shares of Eidos common stock held by stockholders other than (i) BridgeBio and its Affiliates, (ii) any director or officer of BridgeBio or any of its Affiliates and (iii) any director or officer of Eidos (other than the members of the Eidos special committee); and

 

   

at least 66-2/3% of the aggregate voting stock (as defined in Section 203 of the DGCL) of Eidos that is not owned (as defined in Section 203 of the DGCL) by BridgeBio, Merger Sub I, Merger Sub II or any of their respective affiliates or associates (as such terms are defined in Section 203 of the DGCL);

 

   

approval of the BridgeBio share issuance proposal by at least a majority of the votes cast by the holders of shares of the BridgeBio common stock voting on the matter;

 

   

absence of any applicable law or order being in effect restraining, enjoining, prohibiting or making illegal the consummation of the mergers;

 

   

the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part under the Securities Act and not being the subject of any stop order;

 

   

the shares of BridgeBio common stock to be issued to the Eidos stockholders in the mergers being authorized for listing on the Nasdaq, subject to official notice of issuance;

 

   

the accuracy of each party’s representations and warranties in the merger agreement (generally subject to a material adverse effect, materiality or de minimis standard) as of the date of the merger agreement and as of the closing date of the mergers and the receipt by each party of a certificate from an executive officer of the other party certifying that this condition has been satisfied; and



 

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the performance in all material respects by each party of the covenants and agreements required to be performed by it under the merger agreement and the receipt by each party of a certificate from an executive officer of the other party certifying that this condition has been satisfied.

BridgeBio and Eidos cannot be certain when, or if, the conditions to the merger agreement will be satisfied or waived, or when or whether the mergers will be completed.

No Solicitation; Change of Recommendation

As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, BridgeBio and Eidos have agreed, among other things:

 

   

not to initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any alternative acquisition proposal; and

 

   

not to engage in, continue or otherwise participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, any alternative acquisition proposal, or provide any nonpublic information or data to any person in connection with any of the foregoing actions.

Notwithstanding these restrictions, BridgeBio and Eidos may provide information in response to an unsolicited bona fide written alternative acquisition proposal, if (i) the person requesting such information executes a confidentiality agreement on terms not less restrictive than those contained in the confidentiality agreement entered into by BridgeBio and Eidos and (ii) the request is made before required stockholder approvals are obtained at either the BridgeBio special meeting or the Eidos special meeting, as applicable. BridgeBio and Eidos, and each of their respective representatives, may engage or otherwise participate in discussion in response to such alternative acquisition proposals, if and only to the extent that (A) prior to taking any such action, the BridgeBio board or the Eidos board (acting upon the recommendation of the Eidos special committee) or the Eidos special committee determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (B) the BridgeBio board or the Eidos board (acting upon the recommendation of the Eidos special committee) or the Eidos special committee determines in good faith based on the information then available and after consultation with outside legal counsel and financial advisor that such alternative acquisition proposal is, or could reasonably be expected to result in, a superior acquisition proposal.

Prior to the time, in the case of BridgeBio, that BridgeBio receives stockholder approval of the BridgeBio share issuance proposal or, in the case of Eidos, that Eidos receives stockholder approval of the Eidos merger proposal, the BridgeBio board, the Eidos board (acting upon the recommendation of the Eidos special committee) or the Eidos special committee may change its recommendation to its stockholders:

 

   

upon receipt by a party of an unsolicited acquisition proposal made after the date of the merger agreement, if the BridgeBio board, the Eidos board (acting upon the recommendation of the special committee) or the Eidos special committee, as the case may be, determines in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal constitutes a “superior proposal” and that failure to take such action would be inconsistent with such directors’ fiduciary duties under applicable law; or

 

   

in response to certain intervening events if the BridgeBio board, the Eidos board (acting upon the recommendation of the Eidos special committee) or the Eidos special committee, as the case may be, determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to its stockholders under applicable law.



 

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The right of the BridgeBio board, the Eidos board or the Eidos special committee to change its recommendation is subject, in each case, to a requirement to (i) deliver the other party four business days’ notice (it being understood that any amendment or subsequent amendment to the material terms of the superior proposal will be deemed a new proposal, including for purposes of the notice period, and will require the notifying party to deliver the other party a new two business days’ notice), which must include certain information specified in the merger agreement and (ii) engaging in good faith negotiations with the other party during such period to amend the merger agreement such that, in the case of a superior proposal, such proposal would no longer constitute a superior proposal or, in the case of an intervening event, such that the failure to take such action would no longer be inconsistent with directors’ fiduciary duties under applicable law.

Subject to the rights of BridgeBio and Eidos to terminate the merger agreement, each of BridgeBio and Eidos has agreed to submit the mergers in the manner described in this joint proxy statement/prospectus to a vote of its respective stockholders for approval notwithstanding any change in recommendation by its respective board of directors (or, in the case of Eidos, the Eidos special committee).

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the closing in any of the following ways:

 

   

by mutual consent of BridgeBio and Eidos;

 

   

by either BridgeBio or Eidos, if:

 

   

the mergers have not been consummated on or before June 4, 2021; provided that the terminating party has not breached the merger agreement and caused the failure of one of the closing conditions to occur;

 

   

any court of competent jurisdiction or other governmental entity has issued a final and nonappealable judgment, order, injunction, rule, law or decree, or taken any other action, permanently restraining, enjoining or otherwise prohibiting the mergers;

 

   

after completion of the BridgeBio special meeting (including any adjournment or postponement thereof), the BridgeBio stockholders have not approved the BridgeBio share issuance proposal; or

 

   

after completion of the Eidos special meeting (including any adjournment or postponement thereof), the Eidos stockholders have not approved the mergers;

 

   

by BridgeBio, if:

 

   

there has been an uncured breach by Eidos of any of its representations and warranties or covenants and as a result of such breach the related closing conditions cannot be satisfied and such breach cannot be cured by or has not been cured by the earlier of (i) one business day before June 4, 2021 and (ii) 30 days following written notice of such breach; or

 

   

the Eidos board changes its recommendation in favor of the mergers;

 

   

by Eidos, if:

 

   

there has been an uncured breach by BridgeBio of any of its representations and warranties or covenants and as a result of such breach the related closing conditions cannot be satisfied and such breach cannot be cured by or has not been cured by the earlier of (i) one business day before the outside date and (ii) 30 days following notice of such breach; or

 

   

the BridgeBio board changes its recommendation in favor of the BridgeBio share issuance proposal.



 

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Termination Fees

The merger agreement provides that Eidos must pay BridgeBio a termination fee of $35 million if:

 

   

(I) the merger agreement is terminated (i) by either BridgeBio or Eidos because (A) the mergers have not been consummated on or before June 4, 2021; provided that the terminating party has not breached the merger agreement and caused the failure of one of the closing conditions to occur, or (B) after completion of the Eidos special meeting (including any adjournment or postponement thereof), the Eidos stockholders have not approved the mergers or (ii) by BridgeBio because Eidos has materially breached the non-solicitation restrictions of the merger agreement; and (II) (i) a third party makes a competing acquisition proposal to Eidos and (ii) within twelve months of termination of the merger agreement Eidos has entered into an agreement with respect to, or consummated, any competing proposal (whether or not the same proposal referred to in (II)(i) above); or

 

   

the merger agreement is terminated by BridgeBio because the Eidos board or any committee of the Eidos board (including the Eidos special committee) changes its recommendation in favor of the mergers or fails to recommend in favor of the Eidos merger proposal.

The merger agreement provides that BridgeBio must pay Eidos a termination fee of $100 million if:

 

   

(I) the merger agreement is terminated (i) by either BridgeBio or Eidos because (A) the mergers have not been consummated on or before June 4, 2021; provided that the terminating party has not breached the merger agreement and caused the failure of one of the closing conditions to occur, or (B) after completion of the Eidos special meeting (including any adjournment or postponement thereof), the Eidos stockholders have not approved the mergers or (ii) by Eidos because BridgeBio has materially breached the non-solicitation restrictions of the merger agreement; and (II) (i) a third party makes a competing acquisition proposal to BridgeBio and (ii) within twelve months of termination of the merger agreement BridgeBio has entered into an agreement with respect to, or consummated, any competing proposal (whether or not the same proposal referred to in (II)(i) above); or

 

   

the merger agreement is terminated by Eidos because the BridgeBio board or any committee of the BridgeBio board changes its recommendation in favor of the BridgeBio share issuance proposal or fails to recommend in favor of the BridgeBio share issuance proposal.

Description of the Voting Agreements Page 148

In connection with the execution of the merger agreement, Eidos has entered into the BridgeBio voting agreements with each of BridgeBio’s directors and the KKR voting agreement with KKR Genetic Disorder L.P. (together with BridgeBio’s directors, the “voting stockholders”).

The voting agreements generally require, subject to certain exceptions, the voting stockholders to vote, or cause or direct to be voted, all of the shares of BridgeBio common stock beneficially owned by them in favor of the BridgeBio share issuance proposal and against (i) any BridgeBio acquisition proposal (as defined below) or any other action, agreement or proposal made in opposition to or in competition with the consummation of the BridgeBio share issuance proposal or any of the other transactions contemplated by the merger agreement, (ii) any action, agreement or proposal involving BridgeBio or any of its subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of BridgeBio, Merger Sub I or Merger Sub II under the merger agreement and (iii) any amendment of the amended and restated certificate of incorporation of BridgeBio (the “BridgeBio certificate of incorporation”) or the amended and restated bylaws of BridgeBio (the “BridgeBio bylaws”) or any other action, agreement or proposal involving BridgeBio or any of its subsidiaries that would in any manner impede, frustrate, prevent or nullify any provision of the merger agreement, the BridgeBio share issuance proposal or any of the other transactions contemplated by the merger agreement or change in any manner the voting rights of any class of the capital stock of BridgeBio.



 

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The voting agreements automatically terminate without any further action required by any person upon the earlier of (i) the consummation of the mergers, (ii) the termination of the merger agreement in accordance with its terms, (iii) any change in the recommendation of the BridgeBio board with respect to the BridgeBio share issuance proposal due to a “superior proposal” (as defined below), (iv) any amendment of the merger agreement which would materially increase the number of shares of BridgeBio common stock issuable in the mergers or the other consideration payable by BridgeBio under the merger agreement, unless the applicable voting stockholder has consented in writing to such amendment, and (v) the mutual written agreement of the voting stockholder and Eidos.

Risk Factors (See Page 35)

In deciding how to vote your shares of BridgeBio common stock or Eidos common stock, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the “Risk Factors” section of this joint proxy statement/prospectus.

Comparison of Stockholder Rights (See Page 149)

As a result of the mergers, the holders of Eidos common stock that elect to receive the stock consideration will become holders of BridgeBio common stock, and their rights will be governed by Delaware law and by the BridgeBio certificate of incorporation and the BridgeBio bylaws (instead of the amended and restated certificate of incorporation of Eidos (the “Eidos certificate of incorporation”) or the amended and restated bylaws of Eidos (the “Eidos bylaws”)). Former Eidos stockholders will have different rights as BridgeBio stockholders following the mergers from those they had as Eidos stockholders.

No Appraisal or Dissenters’ Rights (See Page 153)

Neither BridgeBio stockholders nor Eidos stockholders will be entitled to exercise any appraisal rights under Delaware law in connection with the mergers.



 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRIDGEBIO

Set forth below are selected historical consolidated financial data for BridgeBio. The consolidated financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, are derived from BridgeBio’s audited consolidated financial statements that are incorporated by reference into this joint proxy statement/prospectus from BridgeBio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 3, 2020. The consolidated balance sheet data as of December 31, 2017 are derived from BridgeBio’s financial data included in BridgeBio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 3, 2020. The consolidated financial data as of September 30, 2020, and for the nine months ended September 30, 2020 and 2019, are derived from BridgeBio’s unaudited condensed consolidated financial statements included in BridgeBio’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 5, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of September 30, 2019 are derived from BridgeBio’s unaudited condensed consolidated financial statements included in BridgeBio’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 8, 2019, which is not incorporated by reference into this joint proxy statement/prospectus. BridgeBio’s management believes that BridgeBio’s unaudited condensed consolidated financial statements have been prepared on a basis consistent with its audited consolidated financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

 

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The consolidated financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of BridgeBio and the related notes contained in its annual and quarterly reports and the other information that BridgeBio has previously filed with the SEC and which are incorporated into this joint proxy statement/prospectus by reference. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” Information below is presented in thousands, except share and per share amounts.

 

    Nine Months Ended
September 30,
    Year Ended
December 31,
 
    2020     2019     2019     2018     2017  

Consolidated Statement of Operations Data

         

License revenue

  $ 8,127     $ 26,741     $ 40,560     $ —       $ —    

Operating expenses:

         

Cost of license revenue

    —         2,500       2,500       —         —    

Research and development

    246,873       152,462       209,947       140,073       30,556  

General and administrative

    108,247       59,381       94,353       43,587       13,302  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    355,120       214,343       306,800       183,660       43,858  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (346,993     (187,602     (266,240     (183,660     (43,858

Other income (expense), net:

         

Interest income

    3,567       6,505       8,915       2,004       39  

Interest expense

    (25,693     (5,725     (8,765     (2,547     (13

Gain on deconsolidation of PellePharm

    —         —         —         19,327       —    

Loss from ML Bio asset acquisition

    —         (416     (416     —         —    

Share in net loss of equity method investments

    —         (16,144     (20,869     (275     —    

Other expense

    (1,344     (1,052     (1,210     (4,300     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

    (23,470     (16,832     (22,345     14,209       26  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (370,463     (204,434     (288,585     (169,451     (43,832

Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests

    41,720       17,305       27,998       38,702       13,267  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss to attributable to common stockholders of BridgeBio

  $ (328,743   $ (187,129   $ (260,587   $ (130,749   $ (30,565
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

  $ (2.79   $ (1.86   $ (2.48   $ (2.12   $ (1.00
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net loss per share, basic and diluted

    117,663,038       100,855,481       105,099,089       61,767,414       30,598,983  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     As of September 30,     As of December 31,  
     2020     2019     2019     2018     2017  

Consolidated Balance Sheet Data

          

Cash and cash equivalents

   $ 366,967     $ 413,973     $ 363,773     $ 436,086     $ 91,995  

Working capital

     669,677       518,297       508,237       412,646       88,581  

Total assets

     787,693       640,530       631,679       464,941       98,044  

Total debt

     471,894       75,017       91,791       54,507       —    

Redeemable convertible noncontrolling interests

     2,574       2,570       2,243       122       833  

Noncontrolling interests

     52,057       61,939       65,279       62,361       2,498  

Additional paid-in capital

     1,006,944       826,062       848,107       494,231       134,495  

Accumulated deficit

     (768,774     (366,573     (440,031     (179,444     (48,695

Total stockholders’ equity

     215,813       521,697       473,733       377,240       88,349  

 

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SELECTED HISTORICAL FINANCIAL DATA OF EIDOS

Set forth below are selected historical financial data for Eidos. The financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, are derived from Eidos’ audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Eidos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 26, 2020. The balance sheet data as of December 31, 2017 are derived from Eidos’ audited financial statements included in Eidos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on April 15, 2019, which is not incorporated by reference in this joint proxy statement/prospectus. The financial data as of September 30, 2020, and for the nine months ended September 30, 2020 and 2019, are derived from Eidos’ unaudited condensed financial statements included in Eidos’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed on October 29, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The balance sheet data as of September 30, 2019 are derived from Eidos’ unaudited condensed financial statements included in Eidos’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 31, 2019, which is not incorporated by reference into this joint proxy statement/prospectus. Eidos’ management believes that Eidos’ unaudited condensed financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The financial statement data provided below is only a summary, and you should read it in conjunction with the historical financial statements of Eidos and the related notes contained in its annual and quarterly reports and the other information that Eidos has previously filed with the SEC and which are incorporated into this joint proxy statement/prospectus by reference. See “Incorporation of Certain Documents by Reference and Where You Can Find More Information.” Information below is presented in thousands, except share and per share amounts.

 

    Nine Months Ended
September 30,
    Year Ended
December 31,
 
    2020     2019     2019     2018     2017  

Statement of Operations Data

         

License revenue

  $ 127     $ 26,691     $ 26,691     $ —       $ —    

Operating expenses:

         

Cost of license revenue

    —         2,500       2,500       —         —    

Research and development

    58,067       33,033       46,891       28,539       9,286  

General and administrative

    22,590       12,285       17,751       9,240       2,730  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    80,657       47,818       67,142       37,779       12,016  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (80,530     (21,127     (40,451     (37,779     (12,016

Interest expense

    (1,888     —         (327     (1,011     —    

Other income (expense), net

    569       2,272       2,943       (1,935     75  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net and comprehensive loss

    (81,849     (18,855     (37,835     (40,725     (11,941

Deemed dividend related to redemption feature embedded in Convertible Promissory Notes payable to stockholders

    —         —         —         (6,523     —    

Gain on extinguishment of Convertible Promissory Notes payable to stockholders

    —         —         —         7,436       —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

  $ (81,849   $ (18,855   $ (37,835   $ (39,812   $ (11,941
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders, basic and diluted

  $ (2.14   $ (0.52   $ (1.03   $ (1.86   $ (3.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

    38,230,218       36,356,675       36,624,692       21,366,995       3,596,673  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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     As of September 30,      As of December 31,  
     2020      2019      2019      2018      2017  

Balance Sheet Data

              

Cash and cash equivalents

   $ 147,327      $ 165,822      $ 191,157      $ 157,147      $ 5,497  

Working capital

     139,721        161,232        185,490        154,181        3,810  

Total assets

     161,351        178,894        203,820        160,112        6,343  

Total debt

     16,731        —          16,112        —          —    

Total stockholders’ equity

     122,856        163,954        171,427        155,007        3,832  

 

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SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following table shows selected unaudited pro forma condensed consolidated financial information about the consolidated financial condition and results of operations of BridgeBio after giving effect to the mergers as described in the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The selected unaudited pro forma condensed consolidated balance sheet data as of September 30, 2020 gives effect to the mergers as if they occurred on September 30, 2020. The selected unaudited pro forma condensed consolidated statements of operations data for the nine months ended September 30, 2020 and for the year ended December 31, 2019 give effect to the mergers as if they occurred on January 1, 2019.

The selected pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial information appearing elsewhere in this joint proxy statement/prospectus. The unaudited pro forma condensed consolidated financial information contains estimated adjustments, based upon available information and certain assumptions that management believes are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in the section entitled “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.”

In addition, the pro forma financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of BridgeBio and Eidos for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference.

BridgeBio’s historical condensed consolidated financial information has been adjusted in the selected unaudited pro forma condensed consolidated financial information to give pro forma effect to events that are (i) directly attributable to the mergers, (ii) factually supportable, and (iii) with respect to the selected unaudited pro forma condensed consolidated statement of operations data, expected to have a continuing impact on results.

The selected unaudited pro forma condensed consolidated financial information is preliminary, based on initial estimates, and is subject to change as more information becomes known regarding the consideration payable and actual costs incurred in relation to the mergers, which could be materially different than the initial estimates. The selected unaudited pro forma condensed consolidated financial information is presented in thousands, except share and per share amounts.

 

Pro Forma Consolidated Statement of Operations Data    Nine Months
Ended
September 30,
2020
    Year Ended
December 31,
2019
 

Net loss attributable to common stockholders of BridgeBio

   $ (357,796   $ (274,300

Net loss per share, basic and diluted

   $ (2.57   $ (2.19

Weighted-average shares used in computing net loss per share, basic and diluted

     138,973,299       125,410,868  

 

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Pro Forma Consolidated Balance Sheet Data    As of
September 30,
2020
 

Cash and cash equivalents

   $ 191,967  

Working capital

     456,180  

Total assets

     611,093  

Total liabilities

     606,203  

Redeemable convertible noncontrolling interests

     2,574  

Noncontrolling interest

     7,471  

Additional paid-in capital

     839,683  

Accumulated deficit

     (770,445

Total stockholders’ equity

     2,316  

 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED PER SHARE INFORMATION

The following table sets forth (i) historical per share information of BridgeBio for the nine months ended September 30, 2020, and the year ended December 31, 2019, (ii) the unaudited pro forma consolidated per share information of BridgeBio after giving pro forma effect to the mergers, including BridgeBio’s issuance of 1.85 shares of BridgeBio common stock for each outstanding share of Eidos common stock not owned by BridgeBio or its subsidiaries for the nine months ended September 30, 2020 and the year ended December 31, 2019 and (iii) the historical per share information of Eidos for the nine months ended September 30, 2020 and the year ended December 31, 2019.

This information should be read in conjunction with (i) the selected consolidated historical financial information included elsewhere in this joint proxy statement/prospectus, (ii) the consolidated historical financial statements of BridgeBio and Eidos and related notes that are incorporated by reference in this joint proxy statement/prospectus and (iii) the “Unaudited Pro Forma Condensed Consolidated Financial Information” included in this joint proxy statement/prospectus.

 

     Historical
Eidos
     Historical
BridgeBio
    Pro Forma  

Basic and diluted net loss per share of common stock(1)

       

Nine months ended September 30, 2020

   $   (2.14)      $   (2.79   $ (2.57

Year ended December 31, 2019

   $ (1.03)      $ (2.48   $ (2.19

Cash dividends declared per share

       

Nine months ended September 30, 2020

   $ —        $ —       $ —    

Year ended December 31, 2019

   $ —        $ —       $ —    

Book value per share(2)

       

As of September 30, 2020

   $ 3.18      $ 1.76     $ 0.02  

As of December 31, 2019

   $ 4.51      $ 3.83       N/M (3)  

 

(1)

The unaudited pro forma net loss per share information does not purport to represent what the actual results of operations of BridgeBio would have been had the mergers been completed as of January 1, 2019. The pro forma net loss per share of BridgeBio is computed by dividing the pro forma loss attributable to common stockholders of BridgeBio by the pro forma weighted average number of shares issued and outstanding.

(2)

The historical book value per share of BridgeBio and Eidos is computed by dividing total stockholders’ equity by the number of shares of common stock issued and outstanding at the end of the relevant period. The pro forma book value per share of BridgeBio is computed by dividing total pro forma stockholders’ equity by the pro forma number of shares of common stock issued and outstanding at the end of the period.

(3)

Pro forma book value per share as of December 31, 2019 is not meaningful as the unaudited historical pro forma information was calculated as of September 30, 2020.

 

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COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDEND INFORMATION

Shares of BridgeBio common stock are traded on the Nasdaq under the symbol “BBIO” and shares of Eidos common stock are traded on the Nasdaq under the symbol “EIDX.” The following table sets forth, for the periods indicated, the range of high and low intraday sales prices for BridgeBio common stock and Eidos common stock, on the Nasdaq composite tape. The sales prices are as reported in published financial sources.

 

     BridgeBio
Common Stock*
     Eidos
Common Stock
 
     High      Low      High      Low  

Fiscal 2019

           

Quarter ended March 31, 2019

     —          —        $ 23.99      $ 11.15  

Quarter ended June 30, 2019

   $ 31.20      $ 25.36      $ 34.28      $ 22.06  

Quarter ended September 30, 2019

   $ 32.94      $ 19.28      $ 49.72      $ 28.00  

Quarter ended December 31, 2019

   $ 48.36      $ 17.61      $ 66.56      $ 33.34  

Fiscal 2020

           

Quarter ended March 31, 2020

   $ 37.60      $ 14.23      $ 60.74      $ 28.39  

Quarter ended June 30, 2020

   $ 36.55      $ 21.64      $ 54.90      $ 38.24  

Quarter ended September 30, 2020

   $ 42.63      $ 26.17      $ 54.00      $ 38.45  

Quarter ending December 31, 2020 (through November 30, 2020)

   $ 51.53      $ 36.20      $ 94.41      $ 50.15  

 

*

BridgeBio common stock began “regular way” trading on June 27, 2019, in connection with its initial public offering.

Neither BridgeBio nor Eidos has ever paid a dividend with respect to the shares of BridgeBio common stock or Eidos common stock, respectively.

 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus, BridgeBio stockholders should carefully consider the following risks in deciding whether to vote for the approval of the BridgeBio proposals, and Eidos stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Eidos proposals. Descriptions of some of these risks can be found in the Annual Reports of BridgeBio and Eidos on Form 10-K for the fiscal year ended December 31, 2019, and any amendments thereto, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents incorporated by reference into this joint proxy statement/prospectus. See also “Where You Can Find More Information.”

Risks Related to the Mergers

Because the exchange ratio is fixed and the market price of BridgeBio common stock may fluctuate, Eidos stockholders cannot be certain of the precise value of the stock consideration they may receive in the mergers.

At the effective time, each share of Eidos common stock issued and outstanding immediately prior to the effective time (other than shares of Eidos common stock (i) owned by Eidos as treasury stock, (ii) owned by Eidos, BridgeBio, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio and, in each case, not held on behalf of third parties and (iii) that relate to Eidos restricted share awards) will be converted into the right to receive, at each Eidos stockholder’s election, (i) the stock consideration (i.e., 1.85 shares of BridgeBio common stock) or (ii) the cash consideration (i.e., $73.26 in cash), subject to proration as necessary to ensure that the aggregate amount of cash consideration is no greater than $175 million. No fractional shares of BridgeBio common stock will be issued in the transaction, and Eidos stockholders will receive cash in lieu of fractional shares of BridgeBio common stock.

The exchange ratio is fixed and will only be adjusted in certain limited circumstances (including recapitalizations, reclassifications, stock splits or combinations, exchanges, mergers, consolidations or readjustments of shares, or stock dividends or similar transactions involving Eidos or BridgeBio) and the value of the stock consideration will depend on the market price of BridgeBio common stock at the time the transaction is completed. Time will elapse from the date of the merger agreement, when the exchange ratio was established, until each of the date of this joint proxy statement/prospectus, the date on which Eidos stockholders vote to approve the merger agreement at the Eidos special meeting, the election deadline and the date on which Eidos stockholders entitled to receive shares of BridgeBio common stock under the merger agreement actually receive such shares. The market value of BridgeBio common stock may fluctuate during these periods as a result of a variety of factors, including, among others, general market and economic conditions, changes in BridgeBio’s businesses, operations and prospects and regulatory considerations, federal, state and local legislation, governmental regulation and legal developments in the businesses in which BridgeBio operates, any potential stockholder litigation related to the transaction, market assessments of the likelihood that the transaction will be completed, the timing of the transaction and the anticipated dilution to holders of BridgeBio common stock as a result of the issuance of the stock consideration. Many of these factors are outside of the control of BridgeBio and Eidos. The closing trading price per share of Eidos common stock as of October 2, 2020, the last trading date before the public announcement of the merger agreement, was $51.92, and the closing trading price per share has fluctuated as high as $92.06 and as low as $70.92 between that date and November 30, 2020. The closing trading price per share of BridgeBio common stock as of October 2, 2020, the last trading date before the public announcement of the merger agreement, was $39.60 and the closing trading price per share has fluctuated as high as $50.24 and as low as $38.38 between that date and November 30, 2020. Consequently, at the time Eidos stockholders must decide whether to approve the merger agreement and to elect to receive stock consideration or

 

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cash consideration, they will not know the actual market value of the shares of BridgeBio common stock they may receive when the mergers are completed. The value of the cash consideration is fixed at $73.26, but the actual value of the shares of BridgeBio common stock to be issued to Eidos stockholders who receive stock consideration will depend on the market value of shares of BridgeBio common stock on the date of issuance. This value will not be known at the time of the Eidos special meeting and may be more or less than the current price of BridgeBio common stock or the price of BridgeBio common stock at the time of the Eidos special meeting or at the time an election is made, and the implied value of the stock consideration may be more or less than the value of the cash consideration at the completion of the mergers. Eidos stockholders should obtain current stock quotations for shares of BridgeBio common stock before voting their shares of Eidos common stock. For additional information about the merger consideration, see the section entitled “The Transaction Agreements—Description of the Merger Agreement—Merger Consideration.”

The market price of shares of BridgeBio common stock will continue to fluctuate after the mergers.

Upon completion of the mergers, holders of Eidos common stock who receive stock consideration will become holders of shares of BridgeBio common stock. The market price of shares of BridgeBio common stock may fluctuate significantly following completion of the mergers and holders of Eidos common stock could lose some or all of the value of their investment in BridgeBio common stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the BridgeBio common stock, regardless of BridgeBio’s actual operating performance.

Current BridgeBio and Eidos stockholders will have a reduced ownership and voting interest in BridgeBio after the mergers.

Upon the completion of the mergers, each Eidos stockholder who receives shares of BridgeBio common stock will become a stockholder of BridgeBio with a percentage ownership of BridgeBio that is substantially smaller than the stockholder’s current percentage ownership of Eidos. Accordingly, the former Eidos stockholders would exercise significantly less influence over BridgeBio after the mergers relative to their influence over Eidos prior to the mergers, and thus would have a less significant impact on the approval or rejection of future BridgeBio proposals submitted to a stockholder vote. Immediately upon consummation of the mergers, pre-closing Eidos stockholders (other than BridgeBio and its subsidiaries) are expected to own between 16% and 18% of the outstanding shares of BridgeBio common stock and pre-closing BridgeBio stockholders are expected to own between 82% and 84% of the outstanding shares of BridgeBio common stock, in each case, depending on the amount of cash Eidos stockholders elect to receive.

Similarly, the issuance of new shares of BridgeBio common stock in connection with the mergers that is contemplated under the merger agreement would dilute the ownership and voting interest of current BridgeBio stockholders in the event the mergers are completed. Accordingly, BridgeBio stockholders would also exercise less influence over BridgeBio after the mergers, and have a less significant impact on the approval or rejection of future proposals to be voted upon by BridgeBio stockholders.

Eidos stockholders who elect to receive the cash consideration may receive a prorated portion of their merger consideration in the form of the stock consideration if the aggregate cap on the cash consideration of $175 million is exceeded.

Eidos stockholders who elect to receive the cash consideration may receive a prorated portion of their merger consideration in the form of the stock consideration if the aggregate cap on the cash consideration of $175 million is exceeded.

While Eidos stockholders may elect to receive the cash consideration or the stock consideration (or a combination thereof, by electing cash consideration with respect to some shares and stock consideration with

 

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respect to other shares held by such stockholder) for each share of Eidos common stock that they own, the cash consideration is subject to proration as necessary to ensure that the aggregate amount of cash consideration is no greater than $175 million. As a result, if, based on the elections of Eidos stockholders, the aggregate amount of the cash consideration payable would exceed $175 million, Eidos stockholders who have elected to receive the cash consideration will receive shares of BridgeBio common stock in lieu of cash for a portion of the merger consideration payable to them. This may result in, among other things, tax consequences that differ from those that would have resulted if Eidos stockholders had received solely the cash consideration that they elected. For a summary of the different U.S. federal income tax consequences, see the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences.” Further, the relative proportion of stock and cash that would be received under these circumstances by any Eidos stockholder electing to receive the cash consideration may also have a value that is higher or lower than the cash consideration that such Eidos stockholder elected to receive. See “The Transaction Agreements—Description of the Merger Agreement—Election Procedures for the Cash Consideration and the Stock Consideration.”

The merger agreement is subject to certain conditions; the mergers may not be consummated on the terms or timeline currently contemplated, or at all, and the merger agreement may be terminated in accordance with its terms.

The merger agreement contains a number of conditions that must be fulfilled or, to the extent permitted by applicable law or the merger agreement, waived to consummate the mergers. Those conditions include: (i) the approval of the Eidos merger proposal by Eidos stockholders, including the unaffiliated stockholder approval (see section entitled “Eidos Proposals—Eidos Proposal 1: The Eidos Merger Proposal” for a discussion on the Eidos merger proposal), (ii) the approval of the BridgeBio share issuance proposal by BridgeBio stockholders (see section entitled “The BridgeBio Special Meeting” for a discussion on the BridgeBio share issuance proposal), (iii) the absence of any applicable law or order being in effect restraining, enjoining, prohibiting or making illegal the consummation of the mergers, (iv) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of any stop order issued by the SEC suspending the effectiveness of the Form S-4, (v) the listing on the Nasdaq of the shares of BridgeBio common stock to be issued to Eidos stockholders in the mergers, subject to official notice of issuance, (vi) the accuracy of certain representations and warranties of BridgeBio, Merger Sub I, Merger Sub II and Eidos contained in the merger agreement and the performance in all material respects by the parties of the covenants contained in the merger agreement and (vii) other conditions specified in the merger agreement.

BridgeBio and Eidos cannot assure that the mergers will be consummated on the terms or timeline currently contemplated, or at all. Many of the conditions to the closing of the mergers are not within the control of BridgeBio or Eidos, and neither company can predict when or if these conditions will be satisfied. The failure to meet all of the required conditions could delay the completion of the mergers for a significant period of time or prevent it from occurring. Any delay in completing the mergers could cause each of BridgeBio and Eidos to incur additional costs and expenses and/or not to realize some or all of the benefits that each expects to achieve if the mergers are successfully completed within their expected timeframe.

In addition, if the mergers are not consummated by June 4, 2021, either BridgeBio or Eidos may choose not to proceed with the mergers. BridgeBio or Eidos may also terminate the merger agreement in certain other circumstances. Specifically, Eidos may terminate the merger agreement if the BridgeBio board makes a change of recommendation and BridgeBio may terminate the merger agreement if the Eidos board makes a change of recommendation. In addition, upon termination of the merger agreement under certain circumstances, as described below, BridgeBio may be required to pay Eidos a termination fee of $100 million and Eidos may be required to pay BridgeBio a termination fee of $35 million. The parties can also mutually decide to terminate the merger agreement at any time prior to the consummation of the mergers, whether before or after the BridgeBio stockholder approval or the Eidos stockholder approval. See “The Transaction Agreements—Description of the Merger Agreement—Termination of the Merger Agreement.”

 

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The merger agreement contains provisions that restrict the ability of each of the BridgeBio board, the Eidos board (acting upon the recommendation of the Eidos special committee) and the Eidos special committee to pursue alternatives to the mergers or to change its recommendation that BridgeBio stockholders or Eidos stockholders, as applicable, vote for the approval of the Eidos merger proposal, the BridgeBio share issuance proposal and the other related proposals.

Under the merger agreement, each of BridgeBio and Eidos is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or negotiating, or furnishing non-public information with regard to, any inquiry, proposal or offer for an alternative business combination transaction from a third party. Further, subject to the parties’ rights to terminate the merger agreement, each party has agreed to use reasonable best efforts to submit the Eidos merger proposal or the BridgeBio share issuance proposal, as applicable, to a vote of its stockholders for approval notwithstanding any change in recommendation by the BridgeBio board, the Eidos board or the Eidos special committee, as applicable.

Each of BridgeBio and Eidos may terminate the merger agreement upon a change in recommendation by the other party’s board of directors (or the Eidos special committee, as applicable). In addition, upon termination of the merger agreement by BridgeBio under certain circumstances, Eidos must pay BridgeBio a termination fee of $35 million, and, upon termination of the merger agreement by Eidos under certain circumstances, BridgeBio must pay Eidos a termination fee of $100 million.

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of BridgeBio or Eidos from considering or proposing an alternative business combination transaction with BridgeBio or Eidos. These provisions might also result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fees that may become payable in certain circumstances. See “The Transaction Agreements—Description of the Merger Agreement—BridgeBio Board Recommendation and BridgeBio Board Adverse Recommendation Change,” “The Transaction Agreements—Description of the Merger Agreement—Eidos Board and Eidos Special Committee Recommendations and Eidos Board and Eidos Special Committee Adverse Recommendation Change” and “The Transaction Agreements—Description of the Merger Agreement—Termination of the Merger Agreement—Termination Fees.”

The pendency of the mergers could materially adversely affect the business, financial condition, results of operations or cash flows of BridgeBio or Eidos.

Uncertainty about the effect of the mergers on stockholders, suppliers, strategic partners and employees may have an adverse effect on BridgeBio or Eidos. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the merger agreement. Some stockholders, employees and others who deal with Eidos may seek to change existing relationships with Eidos or delay decisions to continue or expand their relationships with Eidos. Current and prospective employees may experience uncertainty about their future roles, which may affect BridgeBio’s ability to attract, retain and motivate key personnel of Eidos following the mergers. If employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, BridgeBio, following the mergers, could face disruptions in its operations, loss of expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the mergers.

Changes to or termination of existing business relationships with suppliers and strategic partners could adversely affect Eidos’ and/or BridgeBio’s results of operations and financial condition, as well as the market prices of their respective common stock. Additionally, certain contracts to which Eidos and BridgeBio are party to contain change in control, anti-assignment, or certain other provisions that may be triggered as a result of the mergers. If the counterparties to these agreements do not consent to the transaction, the counterparties may have the ability to exercise certain rights (including termination rights), resulting in BridgeBio, following the mergers,

 

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incurring liabilities as a consequence of breaching such agreements, or causing BridgeBio, following the mergers, to lose the benefit of such agreements or incur costs in seeking replacement agreements.

Legal proceedings against BridgeBio or Eidos could result in an injunction preventing the completion of the mergers or a judgment resulting in the payment of damages.

Potential plaintiffs may file lawsuits challenging the proposed mergers. The outcome of any such litigation is uncertain. If any litigation challenging the mergers is not resolved, the lawsuits could prevent or delay completion of the mergers and result in substantial costs to BridgeBio and Eidos, including any costs associated with the indemnification of their respective directors and officers. One condition to closing the mergers is that no court or other governmental entity shall have issued, enforced or entered an order, decree or injunction that restrains, enjoins, makes illegal or otherwise prohibits consummation of the mergers or the other transactions contemplated by the merger agreement. If any lawsuit is filed challenging the mergers and is successful in obtaining an injunction preventing the parties to the merger agreement from consummating the mergers, such injunction may delay or prevent the mergers. As such, if plaintiffs are successful in obtaining an injunction prohibiting the consummation of the mergers or the other transactions contemplated by the merger agreement, then such injunction may prevent the mergers from being completed, or from being completed within the expected timeframe.

Even if such legal proceedings are without merit, the defense or settlement of any legal proceedings or future litigation could be time-consuming and expensive, divert the attention of BridgeBio management and/or Eidos management away from their regular business, and, if any one of these legal proceedings or any future litigation is adversely resolved against either BridgeBio or Eidos, could have a material adverse effect on their respective financial condition, results of operations or liquidity.

BridgeBio and Eidos are subject to restrictive interim operating covenants during the pendency of the mergers.

Until the mergers are completed, the merger agreement restricts each of BridgeBio and Eidos from taking specified actions without the consent of the other party, and requires each of BridgeBio and Eidos to operate in the ordinary course of business consistent with past practice. Eidos is subject to a number of customary interim operating covenants relating to, among other things, its capital expenditures, incurrence of indebtedness, entry into or amendment of certain types of agreements, issuances of securities and changes in director, officer, employee and independent contractor compensation. Although less restrictive than those imposed on Eidos, the merger agreement also imposes certain restrictive interim operating covenants on BridgeBio. These restrictions may prevent BridgeBio and/or Eidos from making appropriate changes to their respective businesses or pursuing financing transactions or attractive business opportunities that may arise prior to the completion of the mergers. See “The Transaction Agreements—Description of the Merger Agreement—Conduct of Business Pending the Mergers ” for a description of the restrictive covenants applicable to BridgeBio and Eidos, respectively.

BridgeBio and Eidos directors and officers have interests in the mergers that may be different from, or in addition to, the interests of BridgeBio stockholders and Eidos stockholders.

Certain executive officers of BridgeBio participated in the negotiation of the terms of the merger agreement. The BridgeBio board unanimously approved the merger agreement and the BridgeBio share issuance and determined that the merger agreement and the transactions contemplated thereby, including the BridgeBio share issuance, are advisable and in the best interests of BridgeBio and its stockholders. The Eidos special committee and the Eidos board, upon the unanimous recommendation of the Eidos special committee, approved the merger agreement and determined that the merger agreement, the mergers and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Eidos and its stockholders. In considering these facts and the other information contained in this joint proxy statement/prospectus, you should be aware that certain of BridgeBio’s directors and executive officers and certain of Eidos’ directors and executive officers have

 

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interests in the mergers that may be different from, or in addition to, the interests of BridgeBio’s or Eidos’ stockholders. For example, some BridgeBio directors and executive officers serve as directors and/or executive officers of Eidos. These interests are described in more detail in the sections entitled “Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers of BridgeBioandThe Mergers—Interests of Certain Persons in the Mergers.

Each of the directors of BridgeBio and their respective affiliates, including KKR Genetic Disorder LP, have agreed to vote in favor of the BridgeBio share issuance, regardless of how other BridgeBio stockholders vote.

Concurrently with the execution and delivery of the merger agreement, Eidos entered into voting agreements with each of the directors of BridgeBio and their respective affiliates, including KKR Genetic Disorder L.P., which collectively hold approximately 36.4% of the issued and outstanding shares of BridgeBio common stock, pursuant to which each of the stockholders party to the voting agreements has agreed to vote all of its shares of BridgeBio common stock to approve the BridgeBio share issuance proposal and any related transactions, and to take certain other actions, including voting against any action, agreement or proposal made in opposition to or in competition with the consummation of the BridgeBio share issuance proposal or any of the other transactions contemplated by the merger agreement, in each case, subject to the terms and conditions set forth therein. These voting agreements are described in more detail in the section entitled “The Transaction Agreements—Description of the Voting Agreements.”

Accordingly, the voting agreements make it more likely that the necessary BridgeBio stockholder approval will be received for the BridgeBio share issuance proposal than would be the case in the absence of the voting agreements.

The holders of BridgeBio common stock following the mergers will have different rights from the holders of Eidos common stock prior to the mergers.

Upon consummation of the mergers, the rights of former holders of Eidos common stock will be governed by the BridgeBio certificate of incorporation and the BridgeBio bylaws. The rights currently associated with Eidos common stock are different from the rights that will be associated with BridgeBio common stock following the mergers. For a discussion of the different rights currently associated with Eidos common stock and to be associated with BridgeBio common stock following the mergers, see “Comparison of Stockholder Rights.

The opinion of the financial advisor to the Eidos special committee does not reflect changes in circumstances that may have occurred or that may occur between the signing of the merger agreement and the closing of the mergers.

The opinion rendered to the Eidos special committee by Centerview Partners LLC (“Centerview”) was provided in connection with, and at the time of, the Eidos special committee’s evaluation of the mergers. The Eidos special committee has not obtained updated opinions from Centerview as of the date of this joint proxy statement/prospectus or as of any other date, nor will it receive an updated, revised or reaffirmed opinion prior to the consummation of the mergers. Changes in the operations and prospects of BridgeBio or Eidos, general market and economic conditions and other factors that may be beyond the control of BridgeBio or Eidos, and on which Centerview’s opinion was based, may significantly alter the value of BridgeBio or Eidos or the prices of BridgeBio common stock or Eidos common stock by the time the mergers are consummated. The opinion does not speak as of the time the mergers will be consummated or as of any date other than the date of such opinion. Because Centerview will not be updating its opinion, the opinion does not address the fairness of the merger consideration, from a financial point of view, at any time other than the time such opinion was issued, even though the Eidos board’s recommendation, based on the unanimous recommendation of the Eidos special committee, that Eidos stockholders vote “FOR” each of the Eidos proposals is made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the Eidos special committee received from Centerview, see “The Mergers—Opinion of the Eidos Special Committees Financial Advisor.

 

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Failure to consummate the mergers could negatively impact respective future stock prices, operations and financial results of BridgeBio and Eidos.

If the mergers are not consummated for any reason, the ongoing businesses of BridgeBio and/or Eidos may be adversely affected, and BridgeBio and Eidos will be subject to a number of risks, including the following:

 

   

being required to a pay termination fee to the other party under certain circumstances provided in the merger agreement;

 

   

having to pay certain costs related to the mergers, including, but not limited to, fees paid to legal, accounting and financial advisors, filing fees and printing costs;

 

   

declines in the stock prices of BridgeBio common stock and Eidos common stock to the extent that the current market prices reflect a market assumption that the mergers will be consummated; and

 

   

any negative impact of having the focus of management of each of BridgeBio and Eidos on the mergers, which may have the effect of diverting management’s attention and potentially causing BridgeBio or Eidos, as applicable, not to pursue opportunities that could have been beneficial to BridgeBio or Eidos, as applicable.

If the mergers are not completed, BridgeBio and Eidos cannot assure their stockholders that these risks will not materialize and will not materially adversely affect the business, financial results and stock prices of BridgeBio or Eidos.

The mergers may disrupt the attention of BridgeBio’s management or Eidos’ management from ongoing business operations.

Each of BridgeBio and Eidos has expended, and expects to continue to expend, significant management resources to complete the mergers. Their respective management’s attention may be diverted away from the day-to-day operations of their respective businesses, implementing initiatives to improve performance and executing existing business plans in an effort to complete the mergers. This diversion of management resources could disrupt their respective operations and may have an adverse effect on their respective businesses, financial conditions and results of operations.

BridgeBio and Eidos stockholders will not be entitled to appraisal or dissenters’ rights in the mergers.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the DGCL. In the mergers, because Eidos common stock is listed on the Nasdaq, and because Eidos stockholders are not required to accept in the mergers any consideration in exchange for their shares of Eidos common stock other than shares of BridgeBio common stock, which is listed on the Nasdaq, and cash in lieu of fractional shares (if applicable), holders of Eidos common stock will not be entitled to any appraisal rights in connection with the mergers with respect to their shares of Eidos common stock. For a more detailed description of the relevant provisions of the DGCL, see the section entitled “No Appraisal or Dissenters’ Rights.”

Under Delaware law, BridgeBio stockholders are also not entitled to appraisal or dissenters’ rights in connection with the BridgeBio share issuance proposal.

The mergers may be completed even if they do not qualify as a “reorganization” for U.S. federal income tax purposes.

As of the date of this joint proxy statement/prospectus, BridgeBio and Eidos expect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

 

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In such case, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) of Eidos common stock that receives BridgeBio stock or a combination of BridgeBio stock and cash generally would recognize gain (but not loss) in an amount not exceeding the amount of cash received by such U.S. holder, and a U.S. holder of Eidos common stock receiving solely cash would recognize gain or loss in an amount equal to the difference between the cash received and such holder’s basis in the Eidos common stock surrendered. However, the completion of the mergers is not conditioned on the mergers qualifying as a “reorganization” or upon the receipt of an opinion from counsel or an IRS ruling to that effect. Accordingly, the mergers may be completed even if the mergers do not qualify as a “reorganization” as a result of, for example, a change in law occurring after the date of this joint proxy statement/prospectus. If the mergers were completed in this circumstance, a U.S. holder of Eidos common stock generally would recognize gain or loss in an amount equal to the difference between (i) the fair market value of the shares of BridgeBio common stock and the amount of cash received in the initial merger by such U.S. holder and (ii) such U.S. holder’s basis in the Eidos common stock surrendered.

For a more complete description of the U.S. federal income tax consequences of the mergers, see the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences.” The tax consequences of the mergers to you will depend on your particular facts and circumstances. You should consult your own tax advisor as to the specific tax consequences of the mergers to you in light of your particular circumstances.

Risks Related to BridgeBio and Eidos Following the Mergers

BridgeBio may be unable to successfully integrate Eidos’ operations and may not realize the anticipated benefits of acquiring Eidos.

Until the completion of the mergers, BridgeBio and Eidos will continue to operate as separate publicly traded companies. The success of the mergers will depend, in part, on BridgeBio’s ability to successfully integrate Eidos’ operations. This integration will be complex and time consuming. The failure to successfully integrate and manage the challenges presented by the integration process may result in BridgeBio not fully achieving the anticipated benefits of the mergers. Potential difficulties that BridgeBio may encounter as part of the integration process, many of which may be beyond the control of management, include the following:

 

   

the inability of BridgeBio to successfully integrate Eidos’ business in a manner that permits BridgeBio to achieve the full benefits anticipated to result from the mergers;

 

   

the loss of key employees that may be difficult to replace in the very competitive biopharmaceutical field;

 

   

the disruption of each company’s ongoing business, which may adversely affect each company’s ability to maintain relationships with suppliers, alliance partners, creditors, clinical trial investigators or managers of its clinical trials;

 

   

coordinating geographically separated organizations, systems and facilities;

 

   

unanticipated changes in applicable laws and regulations;

 

   

integrating the workforces of the two companies while maintaining focus on achieving the combined company’s strategic goals;

 

   

the possibility of faulty assumptions underlying expectations about Eidos’ prospects as part of the combined company; and

 

   

potential unknown liabilities and unforeseen increased or new expenses, delays or regulatory conditions associated with the mergers.

Among the factors considered by the BridgeBio board in connection with their approval of the merger agreement were the synergistic and other benefits that could result from the mergers. We cannot give any assurance that such benefits will be realized within the time periods contemplated or at all.

 

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BridgeBio and Eidos will incur significant direct and indirect costs and expenses as a result of the mergers.

BridgeBio and Eidos have incurred and will incur a significant amount of costs and expenses in connection with and as a result of consummating the mergers. A portion of the transaction costs related to the mergers will be incurred regardless of whether the mergers are consummated. While BridgeBio and Eidos have assumed that a certain magnitude of transaction expenses will be incurred, factors beyond BridgeBio’s and Eidos’ control could affect the total amount or the timing of these expenses. These expenses may exceed the costs historically borne by BridgeBio and Eidos. These costs could adversely affect the financial condition and results of operations of BridgeBio and Eidos.

BridgeBio’s actual financial positions and results of operations following the mergers may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what BridgeBio’s financial position or results of operations would have been had the mergers been consummated on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of BridgeBio and Eidos and certain adjustments and assumptions after giving effect to the mergers. The assets and liabilities of BridgeBio have been measured at historical values.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect BridgeBio’s financial condition or results of operations following the consummation of the mergers. Any material variance from the pro forma financial information may cause significant variations in the market price of BridgeBio common stock. See “Unaudited Pro Forma Condensed Consolidated Financial Information.

Other Risk Factors of BridgeBio and Eidos

BridgeBio’s and Eidos’ businesses are and will be subject to the risks described above. In addition, BridgeBio and Eidos are, and will continue to be, subject to the risks described in BridgeBio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Eidos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2019, respectively, in each case as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” for instructions on how to obtain the information incorporated by reference into this joint proxy statement/prospectus and any other materials BridgeBio or Eidos files with the SEC.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements relating to the mergers involving BridgeBio and Eidos, including financial estimates and statements as to the expected timing, completion and effects of the mergers. Statements in this joint proxy statement/prospectus that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of BridgeBio’s management and Eidos’ management as well as assumptions made by and information currently available to BridgeBio and Eidos. Such statements reflect the current views of BridgeBio and Eidos with respect to future events and are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies and assumptions about BridgeBio and Eidos, including, without limitation, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (ii) the risk that BridgeBio’s and/or Eidos’ stockholders may not approve the mergers, (iii) inability to complete the mergers because, among other reasons, conditions to the closing of the mergers may not be satisfied or waived, (iv) uncertainty as to the timing of completion of the mergers, (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the mergers, (vi) potential litigation relating to the mergers that could be instituted against BridgeBio, Eidos or their respective directors and officers, including the effects of any outcomes related thereto, (vii) possible disruptions from the mergers that could harm BridgeBio’s or Eidos’ respective business, including current plans and operations, (viii) unexpected costs, charges or expenses resulting from the mergers, (ix) uncertainty of the expected financial performance of each of BridgeBio and Eidos following completion of the mergers, including the possibility that the expected synergies and value creation from the mergers will not be realized or will not be realized within the expected time period, (x) the ability of BridgeBio and/or Eidos to implement their respective business strategies, (xi) the ability of each of BridgeBio or Eidos to continue its planned preclinical and clinical development of its respective development programs, and the timing and success of any such continued preclinical and clinical development and planned regulatory submissions, (xii) the potential therapeutic and clinical benefits of acoramidis, (xiii) inability to retain and hire key personnel and (xiv) the unknown future impact of the COVID-19 pandemic on certain clinical trial milestones and/or BridgeBio’s or Eidos’ operations or operating expenses. Although BridgeBio and Eidos believe that BridgeBio’s and Eidos’ plans, intentions, expectations, strategies and prospects as reflected in or suggested by these forward-looking statements are reasonable, neither BridgeBio nor Eidos can give any assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a number of risks, uncertainties and assumptions, including, without limitation, those risks and uncertainties described under the heading “Risk Factors” herein and in BridgeBio’s and Eidos’ most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the SEC and in subsequent filings made by BridgeBio and Eidos with the SEC, which are available on the SEC’s website at www.sec.gov. Moreover, BridgeBio and Eidos operate in very competitive and rapidly changing environments in which new risks emerge from time to time. These forward-looking statements are based upon the current expectations and beliefs of BridgeBio’s management and Eidos’ management as of the date of this joint proxy statement/prospectus and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. BridgeBio and Eidos anticipate that subsequent events and developments will cause their respective views to change. Except as required by law, each of BridgeBio and Eidos disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this joint proxy statement/prospectus in the event of new information, future developments or otherwise. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this joint proxy statement/prospectus.

 

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PARTIES TO THE TRANSACTION

BridgeBio Pharma, Inc.

BridgeBio is a team of experienced drug discoverers, developers and innovators working to create life-altering medicines that target well-characterized genetic diseases at their source. BridgeBio was founded in 2015 to identify and advance transformative medicines to treat patients who suffer from Mendelian diseases, which are diseases that arise from defects in a single gene, and cancers with clear genetic drivers. BridgeBio’s pipeline of over 20 development programs includes product candidates ranging from early discovery to late-stage development.

Shares of BridgeBio common stock are traded on the Nasdaq under the symbol “BBIO.”

The principal executive offices of BridgeBio are located at 421 Kipling Street, Palo Alto, CA 94301; its telephone number is (650) 391-9740; and its website is https://investor.bridgebio.com. Information on BridgeBio’s website is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

This joint proxy statement/prospectus incorporates important business and financial information about BridgeBio from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Incorporation of Certain Documents by Reference.

Globe Merger Sub I, Inc.

Merger Sub I was incorporated in the State of Delaware on October 2, 2020, and is a wholly owned indirect subsidiary of BridgeBio. Merger Sub I was formed solely for the purpose of completing the mergers. Merger Sub I has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the mergers.

The principal executive offices of Merger Sub I are located at c/o BridgeBio Pharma, Inc., 421 Kipling Street, Palo Alto, CA 94301; and its telephone number is (650) 391-9740.

Globe Merger Sub II, Inc.

Merger Sub II was incorporated in the State of Delaware on October 2, 2020, and is a direct wholly owned subsidiary of BridgeBio. Merger Sub II was formed solely for the purpose of completing the mergers. Merger Sub II has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the mergers.

The principal executive offices of Merger Sub II are located at c/o BridgeBio Pharma, Inc., 421 Kipling Street, Palo Alto, CA 94301; and its telephone number is (650) 391-9740.

Eidos Therapeutics, Inc.

Eidos is a clinical stage biopharmaceutical company focused on addressing the large and growing unmet need in diseases caused by transthyretin (TTR) amyloidosis (ATTR). Eidos is developing acoramidis, a potentially disease-modifying therapy for the treatment of ATTR.

The principal executive offices of Eidos are located at 101 Montgomery Street, Suite 2000, San Francisco, CA 94104; and its telephone number is (415) 887-1471.

 

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THE BRIDGEBIO SPECIAL MEETING

Date, Time and Place of the BridgeBio Special Meeting

The BridgeBio special meeting will be conducted exclusively via live webcast starting at 10:00 a.m., Pacific Time, on January 19, 2021. You will be able to attend the BridgeBio special meeting online, submit and receive answers to your questions during the BridgeBio special meeting and vote your shares electronically at the BridgeBio special meeting by going to www.virtualshareholdermeeting.com/BBIO2021SM and entering your 16-digit control number, which is included on the proxy card that you received. Because the BridgeBio special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

On or about [●], BridgeBio commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders.

Purpose of the BridgeBio Special Meeting

At the BridgeBio special meeting, BridgeBio stockholders will be asked to consider and vote upon the following items:

 

  1.

a proposal to approve the issuance of shares of BridgeBio common stock upon the terms and subject to the conditions set forth in the merger agreement; and

 

  2.

a proposal to approve the adjournment of the BridgeBio special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the BridgeBio share issuance proposal.

No other business will be acted upon at the BridgeBio special meeting.

BridgeBio Record Date and Quorum

BridgeBio Record Date

The BridgeBio board has fixed the close of business on December 8, 2020 as the BridgeBio record date for determining the BridgeBio stockholders entitled to receive notice of and to vote at the BridgeBio special meeting.

On November 30, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, BridgeBio’s outstanding capital stock consisted of 122,702,569 shares of BridgeBio common stock, which was held by approximately 25 holders of record including persons who hold shares for an indeterminate number of beneficial owners. Each share of BridgeBio common stock is entitled to one vote on each matter submitted for stockholder approval.

Quorum

At the BridgeBio special meeting, a majority of the shares entitled to vote, attending virtually or represented by proxy, is necessary to constitute a quorum. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because all proposals at the BridgeBio special meeting will be considered non-routine, BridgeBio does not expect to receive any broker non-votes (which are shares of BridgeBio common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal). As a result, broker non-votes will not be counted as present and entitled to vote for purposes of determining whether a quorum is present at the BridgeBio special meeting.

Required Vote

Required Vote to Approve the BridgeBio Share Issuance Proposal

Approval of the BridgeBio share issuance proposal requires the affirmative vote of a majority of votes cast on such proposal at the BridgeBio special meeting, assuming a quorum is present.

 

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Required Vote to Approve the BridgeBio Adjournment Proposal

Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of votes properly cast for or against such proposal at the BridgeBio special meeting, assuming a quorum is present.

Treatment of Abstentions; Failure to Vote

For purposes of the BridgeBio special meeting, an abstention occurs when a BridgeBio stockholder attends the BridgeBio special meeting virtually and does not vote or returns a proxy marked “ABSTAIN.”

 

  1.

BridgeBio stockholders that fail to vote on the BridgeBio share issuance proposal and abstentions will not be counted as votes cast “FOR” or “AGAINST” and therefore will have no effect on the outcome of the BridgeBio share issuance proposal. Because the BridgeBio share issuance proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the BridgeBio share issuance proposal and will not be able to vote on the BridgeBio share issuance proposal without receiving specific voting instructions from the beneficial owner. The failure of a beneficial owner to provide voting instructions to its broker, bank or other nominee will result in the applicable shares not being counted in determining the votes cast in connection with the BridgeBio share issuance proposal, and will therefore have no effect on the outcome of the BridgeBio share issuance proposal.

 

  2.

BridgeBio stockholders that fail to vote on the BridgeBio adjournment proposal and abstentions will not be counted as votes cast “FOR” or “AGAINST” and therefore will have no effect on the outcome of the BridgeBio adjournment proposal. Because the BridgeBio adjournment proposal is non-routine, brokers, banks and other nominees do not have discretionary authority to vote on the BridgeBio adjournment proposal and will not be able to vote on the BridgeBio adjournment proposal without receiving specific voting instructions from the beneficial owner. The failure of a beneficial owner to provide voting instructions to its broker, bank or other nominee will result in the applicable shares not being counted in determining the votes cast in connection with the BridgeBio adjournment proposal, and will therefore have no effect on the outcome of the BridgeBio adjournment proposal.

Recommendation of the BridgeBio Board of Directors

The BridgeBio board unanimously recommends that BridgeBio’s stockholders vote “FOR” the BridgeBio share issuance proposal and “FOR” the BridgeBio adjournment proposal. See “The Mergers—BridgeBios Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors.”

Consummation of the mergers is conditioned on approval of the BridgeBio share issuance proposal, but is not conditioned on the approval of the BridgeBio adjournment proposal.

Voting by BridgeBio’s Directors, Executive Officers and Significant Stockholders

As of November 30, 2020, directors and executive officers of BridgeBio (and their Affiliates) beneficially owned and were entitled to vote 47,276,976 shares of BridgeBio common stock, representing approximately 38.5% of the BridgeBio common stock outstanding on that date.

Concurrently with the execution of the merger agreement, Eidos entered into the BridgeBio voting agreements with each of BridgeBio’s directors and KKR Genetic Disorder L.P., pursuant to which, they have agreed, among other things, to vote all shares of BridgeBio common stock beneficially owned by them (collectively representing approximately 36.4% of the outstanding shares of BridgeBio common stock) in favor of the adoption of the BridgeBio share issuance proposal and any related transactions, and to take certain other actions, including voting against any action, agreement or proposal made in opposition to or in competition with the consummation of the BridgeBio share issuance proposal or any of the other transactions contemplated by the merger agreement, in each case, subject to the terms and conditions set forth therein

 

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As a result, pursuant to the voting agreements, BridgeBio’s directors and KKR Genetic Disorder L.P., will vote their shares of BridgeBio common stock in favor of the BridgeBio share issuance proposal and the BridgeBio adjournment proposal.

Voting of Proxies; Incomplete Proxies

Giving a proxy means that a BridgeBio stockholder authorizes the persons named in the enclosed proxy card to vote its shares at the BridgeBio special meeting in the manner it directs. A BridgeBio stockholder may give a proxy or vote virtually at the BridgeBio special meeting. If you are a stockholder of record of BridgeBio as of the BridgeBio record date, you may submit your proxy before the BridgeBio special meeting in one of the following ways:

 

   

By Mail. You may vote your shares by completing, signing and dating the proxy card received and returning it in the enclosed postage-paid envelope. Proxy cards submitted by mail must be received no later than 11:59 p.m., Eastern Time, on January 18, 2021 to be voted at the BridgeBio special meeting.

 

   

By Telephone. You may vote your shares by telephone by calling the toll-free number for telephone proxy submission shown on your proxy card. If you vote by telephone, you do not need to return a proxy card by mail. Telephone voting is available 24 hours a day, 7 days a week. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on January 18, 2021 to be voted at the BridgeBio special meeting.

 

   

By Internet: You may vote your shares by visiting the website shown on your proxy card to submit your proxy via the Internet. If you vote via the Internet, you do not need to return a proxy card by mail. Internet voting is available 24 hours a day, 7 days a week. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on January 18, 2021 to be voted at the BridgeBio special meeting.

 

   

At the Special Meeting. You may also cast your vote virtually at the BridgeBio special meeting. Even if you plan to attend the BridgeBio special meeting virtually, we recommend that you also submit your proxy card or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to virtually attend the meeting.

BridgeBio requests that BridgeBio stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to BridgeBio in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the shares of BridgeBio common stock represented by it will be voted at the BridgeBio special meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the shares of BridgeBio common stock represented by your proxy will be voted “FOR” each such proposal in accordance with the recommendation of the BridgeBio board. The proxyholders may use their discretion to vote on the proposals relating to the BridgeBio special meeting.

If your shares of BridgeBio common stock are held in “street name” by a bank, broker or other nominee, you should check the voting instruction form used by that firm to determine whether you may give voting instructions by telephone or the Internet and to determine the deadline for submitting your voting instructions to your bank, broker or other nominee. Please follow the voting instructions provided by your bank, broker or other nominee. “Street name” stockholders who wish to vote virtually at the meeting will need to obtain a “legal proxy” from their bank, broker or other nominee.

EVERY BRIDGEBIO STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH BRIDGEBIO STOCKHOLDER SHOULD SUBMIT HIS, HER OR ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE BRIDGEBIO STOCKHOLDER PLANS TO ATTEND THE BRIDGEBIO SPECIAL MEETING.

 

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Shares Held in “Street Name”

If your shares of BridgeBio common stock are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of BridgeBio common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

You may not vote shares of BridgeBio common stock held in “street name” by returning a proxy card directly to BridgeBio or by voting at the BridgeBio special meeting if you attend virtually unless you obtain and submit a properly executed “legal proxy” from your bank, broker or other nominee.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Because none of the BridgeBio proposals will qualify for discretionary voting treatment by a broker under the applicable rules, there will be no broker non-votes at the BridgeBio special meeting.

Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of shares of BridgeBio common stock, they may not vote such shares with respect to either of the BridgeBio proposals. Therefore, if your shares of BridgeBio common stock are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

  1.

your bank, broker or other nominee may not vote your shares on the BridgeBio share issuance proposal, which will not count as a vote “FOR” or “AGAINST” this proposal; and

 

  2.

your bank, broker or other nominee may not vote your shares on the BridgeBio adjournment proposal, which will not count as a vote “FOR” or “AGAINST” this proposal.

If your shares of BridgeBio common stock are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the BridgeBio proposals, your shares will not be counted toward determining whether a quorum is present.

Revocability of Proxies and Changes to a BridgeBio Stockholder’s Vote

Any proxy may be revoked at any time before it is exercised by (i) sending a written notice of revocation to Brian C. Stephenson, Secretary, c/o BridgeBio Pharma, Inc., at the address of BridgeBio’s principal executive offices at 421 Kipling Street, Palo Alto, CA 94301, (ii) attending the BridgeBio special meeting and voting virtually or (iii) properly completing and executing a later dated proxy and delivering it to the Secretary of BridgeBio at the address listed above at or before the BridgeBio special meeting. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone.

If you are a BridgeBio stockholder whose shares of BridgeBio common stock are held in “street name” by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares at the BridgeBio special meeting if you attend virtually only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee or by obtaining a “legal proxy” from your bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

 

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Virtually attending the BridgeBio special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the BridgeBio special meeting to change your vote.

Solicitation of BridgeBio Proxies

The cost of solicitation of proxies from BridgeBio stockholders will be borne by BridgeBio. BridgeBio will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of shares of BridgeBio common stock. BridgeBio has retained a professional proxy solicitation firm, Morrow Sodali LLC, to assist in the solicitation of proxies. BridgeBio will bear the costs of the fees for the solicitation agent, which are not expected to exceed $18,000, excluding out-of-pocket expenses. In addition to solicitations by mail, BridgeBio’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the BridgeBio Special Meeting

In light of the impact of the novel coronavirus (COVID-19), the BridgeBio special meeting will be held virtually via a live interactive audio webcast at 10:00 a.m., Pacific Time, on January 19, 2021. You will be able to vote and to ask questions of members of the BridgeBio board and senior management at www.virtualshareholdermeeting.com/BBIO2021SM during the meeting by following the procedures described below.

The BridgeBio special meeting will be conducted exclusively via live webcast starting at 10:00 a.m., Pacific Time, on January 19, 2021. You will be able to attend the BridgeBio special meeting online, submit and receive answers to your questions during the BridgeBio special meeting and vote your shares electronically at the BridgeBio special meeting by going to www.virtualshareholdermeeting.com/BBIO2021SM and entering your 16-digit control number, which is included on the proxy card that you received. Because the BridgeBio special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Stockholders participating in the special meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees are able to submit questions before and during the meeting through the meeting portal by typing in the “Submit a question” box. You can also submit any questions by emailing BridgeBio by close of business on January 18, 2021, at bbio@investor.morrowsodali.com. These questions will be read aloud by the Chairman of the BridgeBio special meeting at his discretion.

Adjournments

Pursuant to the BridgeBio bylaws, the BridgeBio special meeting may be adjourned by the presiding officer if (i) no quorum is present for the transaction of business, (ii) the BridgeBio board determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the BridgeBio board determines has not been made sufficiently or timely available to stockholders, or (iii) the BridgeBio board determines that adjournment is otherwise in the best interests of BridgeBio.

The merger agreement provides that the BridgeBio special meeting can be adjourned to provide more time to solicit additional proxies in favor of the approval of the BridgeBio share issuance proposal if a majority of votes are cast in favor of the BridgeBio adjournment proposal. If after the adjournment a new record date is set for the adjourned meeting or the adjournment is for more than 30 days from the original meeting date (which will require consent of the Eidos special committee pursuant to the merger agreement), a notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the BridgeBio special meeting and each stockholder who, by law or under the BridgeBio certificate of incorporation or the BridgeBio bylaws, is entitled to such notice.

 

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Other Business

No other matters are intended to be brought before the BridgeBio special meeting by BridgeBio.

Assistance

If you need assistance in completing your proxy card or have questions regarding the BridgeBio special meeting, please contact Morrow Sodali, the proxy solicitation agent for BridgeBio, at (800) 662-5200 (toll-free in North America), or (203) 658-9400 (outside of North America), or by email at BBIO@investor.morrowsodali.com.

 

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BRIDGEBIO PROPOSALS

BridgeBio Proposal 1: The BridgeBio Share Issuance Proposal

BridgeBio is asking its stockholders to approve the issuance of shares of BridgeBio common stock in connection with the mergers. In the mergers, each Eidos stockholder will receive, for each share of Eidos common stock that is issued and outstanding as of immediately prior to the effective time, at the election of each such Eidos stockholder, either (i) the stock consideration (i.e., 1.85 shares of BridgeBio common stock) or (ii) the cash consideration (i.e., $73.26 in cash), subject to proration as necessary to ensure that the aggregate amount of cash consideration is no greater than $175 million.

Under Nasdaq rules, a company is required to obtain stockholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. If the mergers are completed pursuant to the merger agreement, depending upon the number of Eidos stockholders who elect to receive the cash consideration and the aggregate number of shares of Eidos common stock, Eidos stock options, unvested Eidos restricted stock units and any other Eidos awards outstanding as of the effective time of the mergers, BridgeBio expects to issue (i) approximately 22,010,690 shares of BridgeBio common stock if Eidos stockholders elect the maximum cash consideration payable of $175 million in connection with the mergers, which is equal to approximately 17.9% of the shares of BridgeBio common stock outstanding prior to such issuance, or (ii) approximately 26,429,881 shares of BridgeBio common stock if Eidos stockholders do not elect to receive any cash consideration in connection with the mergers, which is equal to approximately 21.5% of the shares of BridgeBio common stock outstanding prior to such issuance. Accordingly, the aggregate number of shares of BridgeBio common stock that BridgeBio will issue in the mergers may exceed 20% of the shares of BridgeBio common stock outstanding before such issuance, and, for this reason, BridgeBio is seeking the approval of BridgeBio stockholders for the issuance of shares of BridgeBio common stock pursuant to the merger agreement.

In the event the BridgeBio share issuance proposal is approved by BridgeBio stockholders, but the merger agreement is terminated (without the mergers being completed) prior to the issuance of shares of BridgeBio common stock pursuant to the merger agreement, BridgeBio will not issue any shares of BridgeBio common stock as a result of the approval of the BridgeBio share issuance proposal.

Consummation of the mergers is conditioned on approval of the BridgeBio share issuance proposal.

Vote Required and BridgeBio Board Recommendation

Approval of the BridgeBio share issuance proposal requires the affirmative vote of a majority of votes cast on such proposal at the BridgeBio special meeting, assuming a quorum is present.

The BridgeBio board unanimously recommends that BridgeBio stockholders vote “FOR” the BridgeBio share issuance proposal.

BridgeBio Proposal 2: The BridgeBio Adjournment Proposal

BridgeBio is asking its stockholders to approve the adjournment of the BridgeBio special meeting to another time and place, if necessary or appropriate, to solicit additional votes in favor of the BridgeBio share issuance proposal or to ensure that a quorum is present. The merger agreement provides that the BridgeBio special meeting will not be postponed or adjourned to a date that is more than thirty days after the date for which the BridgeBio special meeting was originally scheduled without the prior written consent of Eidos.

Consummation of the mergers is not conditioned on the approval of the BridgeBio adjournment proposal.

 

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Vote Required and BridgeBio Board Recommendation

Approval of the BridgeBio adjournment proposal requires the affirmative vote of a majority of votes properly cast for or against such proposal at the BridgeBio special meeting, assuming a quorum is present.

The BridgeBio board unanimously recommends that BridgeBio stockholders vote “FOR” the BridgeBio adjournment proposal.

 

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THE EIDOS SPECIAL MEETING

Date, Time and Place of the Eidos Special Meeting

In the interests of public health and safety in light of the ongoing COVID-19 pandemic, the Eidos special meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and to ask questions of members of the Eidos board and senior management at www.virtualshareholdermeeting.com/EIDX2021SM during the meeting. On or about [●], Eidos commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders.

Purpose of the Eidos Special Meeting

At the Eidos special meeting, Eidos stockholders will be asked to consider and vote upon the following items:

 

  1.

the Eidos merger proposal;

 

  2.

the Eidos advisory compensation proposal; and

 

  3.

the Eidos adjournment proposal.

No other business will be acted upon at the Eidos special meeting.

Eidos Record Date and Quorum

Record Date

The Eidos board has fixed the close of business on December 8, 2020 as the record date for determining the Eidos stockholders entitled to receive notice of and to vote at the Eidos special meeting.

As of November 30, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, there were 38,861,923 shares of Eidos common stock outstanding, which was held by approximately 16 holders of record including persons who hold shares for an indeterminate number of beneficial owners. Each share of Eidos common stock entitles the holder to one vote at the Eidos special meeting on each proposal to be considered at the Eidos special meeting. Shares of Eidos common stock that are held in treasury will not be entitled to vote at the Eidos special meeting.

Quorum

At the Eidos special meeting, a majority of the shares entitled to vote, attending virtually or represented by proxy, is necessary to constitute a quorum. Eidos will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or virtually at the Eidos special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because all proposals at the Eidos special meeting will be considered non-routine, Eidos does not expect to receive any broker non-votes (which are shares of Eidos common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal). As a result, broker non-votes will not be counted as present and entitled to vote for purposes of determining whether a quorum is present at the BridgeBio special meeting. Shares of Eidos common stock held in treasury will not be included in the calculation of the number of shares of Eidos common stock represented at the Eidos special meeting for purposes of determining a quorum.

 

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Required Vote

Required Vote to Approve the Eidos Merger Proposal

Approval of the Eidos merger proposal requires the affirmative vote of (i) the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon, (ii) a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its Affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its Affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee); and (iii) at least 66-2/3% of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the DGCL) (clauses (ii) and (iii) are collectively referred to as the “Eidos unaffiliated stockholder approvals”).

Pursuant to the merger agreement, BridgeBio, which beneficially owns approximately 63.2% of the outstanding Eidos common stock as of November 30, 2020, has agreed to vote all of its shares of Eidos common stock to approve and adopt the merger agreement and the transactions contemplated thereby, subject to the conditions set forth in the merger agreement.

Required Vote to the Eidos Advisory Compensation Proposal

Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, assuming a quorum is present. For purposes of the Eidos advisory compensation proposal, “votes properly cast” means votes “FOR” or “AGAINST.”

Required Vote to Approve the Eidos Adjournment Proposal

Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, regardless of whether a quorum is present. For purposes of the adjournment proposal, “votes properly cast” means votes “FOR” or “AGAINST.”

Treatment of Abstentions; Failure to Vote

For purposes of the Eidos special meeting, an abstention occurs when an Eidos stockholder attends the Eidos special meeting virtually and does not vote or returns a proxy marked “ABSTAIN.”

 

   

For the Eidos merger proposal, an abstention, failure to vote or broker non-vote will have the same effect as a vote cast “AGAINST” this proposal.

 

   

For the Eidos adjournment proposal and the Eidos advisory compensation proposal, abstention, failure to vote or broker non-vote will have no effect on the outcome because these failures to vote are not considered “votes properly cast.”

Recommendation of the Eidos Special Committee and the Eidos Board of Directors

The Eidos special committee initially consisted of Suzanne Hooper, William Lis and Douglas Rohlen; Mr. Rohlen resigned from the Eidos special committee on September 7, 2020. Each of Ms. Hooper and Mr. Lis is independent of BridgeBio. Pursuant to the resolutions of the Eidos board, the Eidos special committee was authorized to, among other things explore strategic alternatives to enhance value to Eidos stockholders, (i) consider and evaluate any proposal that might be received by Eidos in connection with a possible transaction and any alternatives to any such transaction, including Eidos continuing to operate as an independent company, (ii) participate in and direct the negotiation of the terms and conditions of any transaction, (iii) terminate any negotiations, discussions or consideration of, or reject on behalf of Eidos, any transaction or other alternative and (iv) engage independent legal, financial and other advisors and consultants on terms satisfactory to the Eidos

 

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special committee. The Eidos board further resolved not to approve or implement any strategic transaction or other alternative or submit any such transaction for the approval of Eidos stockholders without the prior favorable recommendation of the Eidos special committee.

At a meeting held on October 4, 2020, the Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha, both of whom recused themselves from deliberations regarding the proposed transaction with BridgeBio and abstained from voting on matters relating to the proposed transaction with BridgeBio at the Eidos board meeting), acting upon the recommendation of the Eidos special committee, (1) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (2) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable, (3) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement, (4) resolved to recommend adoption of the merger agreement and approval of the mergers and the other transactions contemplated thereby by the holders of shares of Eidos common stock and (5) directed that the merger agreement be submitted to the holders of shares of Eidos common stock entitled to vote for its adoption.

For a discussion of the factors considered by the Eidos special committee and the Eidos board in their determination to recommend the adoption of the merger agreement and the approval of the mergers and the other transactions contemplated thereby, see “The Mergers—Eidos’ Reasons for the Mergers; Recommendation of the Eidos Special Committee and the Eidos Board of Directors.”

Consummation of the mergers is conditioned on approval of the Eidos merger proposal, but is not conditioned on the approval of the Eidos advisory compensation proposal or the Eidos adjournment proposal.

Voting by Eidos’s Directors and Executive Officers

As of November 30, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, approximately 65.4% of the shares of Eidos common stock outstanding and entitled to vote were held by the directors and executive officers of Eidos and their Affiliates. As of November 30, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, less than 1% of the shares of Eidos common stock outstanding and entitled to vote were held by the members of the Eidos special committee (and their Affiliates), which represents less than 1% of the shares of Eidos common stock outstanding and entitled to vote for the purposes of the Eidos unaffiliated stockholder approvals. Eidos currently expects that the directors and executive officers of Eidos will vote their shares of Eidos common stock in favor of the Eidos merger proposal, although none has entered into any agreement obligating them to do so. For additional information regarding the votes required to approve the proposals to be voted on at the Eidos special meeting, see “The Eidos Special Meeting—Required Vote.”

Voting of Proxies; Incomplete Proxies

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by telephone are set forth below. The Internet and telephone voting facilities will close at 11:59 p.m., Pacific Time, on January 18, 2021. You may also vote virtually at the Eidos special meeting. Eidos requests that Eidos stockholders submit their proxies by mail, over the Internet or by telephone as soon as possible.

 

   

By Mail. Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided.

 

   

By Internet. The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the

 

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proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card.

 

   

By Telephone. The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card.

When the accompanying proxy card is returned properly executed, the shares of Eidos common stock represented by it will be voted at the Eidos special meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Eidos common stock represented by your proxy will be voted “FOR” each such proposal in accordance with the recommendation of the Eidos board. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Eidos special meeting.

If your shares of Eidos common stock are held in “street name” by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet.

EVERY EIDOS STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH EIDOS STOCKHOLDER SHOULD SUBMIT HIS, HER OR ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE EIDOS STOCKHOLDER PLANS TO ATTEND THE EIDOS SPECIAL MEETING VIRTUALLY.

Shares Held in Street Name

If your shares of Eidos common stock are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of Eidos common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

You may not vote shares held in “street name” by returning a proxy card directly to Eidos or by voting virtually at the Eidos special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, banks, brokers or other nominees who hold shares of Eidos common stock on behalf of their customers may not give a proxy to Eidos to vote those shares with respect to any of the Eidos proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Eidos proposals. Therefore, if your shares of Eidos common stock are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

  1.

your bank, broker or other nominee may not vote your shares on the Eidos merger proposal, which will have the same effect as a vote “AGAINST” this proposal; and

 

  2.

your bank, broker or other nominee may not vote your shares on the Eidos adjournment proposal or the Eidos advisory compensation proposal, which will not count as a vote “FOR” or “AGAINST” these proposals.

If your shares of Eidos common stock are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Eidos proposals, your shares will not be

 

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counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Eidos proposals.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this joint proxy statement/prospectus will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

Revocability of Proxies and Changes to an Eidos Stockholder’s Vote

Any proxy may be revoked at any time before it is exercised by filing an instrument revoking it with Eidos’ Secretary or by submitting a duly executed proxy bearing a later date prior to the time of the Eidos special meeting. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then virtually attend the Eidos special meeting and desire to vote during the meeting are requested to notify the Eidos Secretary in writing prior to the time of the Eidos special meeting. We request that all such written notices of revocation to Eidos be addressed to Franco Valle, Secretary, c/o Eidos Therapeutics, Inc., at the address of our principal executive offices at 101 Montgomery St., Suite 2000, San Francisco, CA 94104. Our telephone number is (415) 887-1471. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone.

If you are an Eidos stockholder whose shares of Eidos common stock are held in “street name” by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares virtually at the Eidos special meeting only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee. If your shares of Eidos common stock are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

Attending the Eidos special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the Eidos special meeting and notify the Eidos Secretary in writing prior to the Eidos special meeting to change your vote.

Solicitation of Eidos Proxies

The cost of solicitation of proxies from Eidos stockholders will be borne by Eidos. Eidos will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Eidos common stock. Eidos has retained a professional proxy solicitation firm, Innisfree M&A Incorporated, to assist in the solicitation of proxies for a base fee of approximately $25,000 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Eidos’ directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Eidos Special Meeting

All Eidos stockholders as of the Eidos record date, or their duly appointed proxies, may attend the Eidos special meeting virtually. You will need to have your 16-Digit control number included on your proxy card to join the Eidos special meeting.

 

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Each person attending the Eidos special meeting virtually must have proof of ownership of Eidos common stock. If you hold your shares of Eidos common stock in your name as a stockholder of record, you will need proof of ownership of Eidos common stock. If your shares of Eidos common stock are held in the name of a bank, broker or other nominee and you plan to virtually attend the Eidos special meeting, you must present proof of your ownership of Eidos common stock, such as a bank or brokerage account statement, to access the meeting website, and you must obtain a legal proxy from the bank, broker or other nominee to vote virtually at the meeting.

Adjournments

Pursuant to the Eidos bylaws, the Eidos special meeting may be adjourned by the presiding officer if (i) no quorum is present for the transaction of business, (ii) the Eidos board determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Eidos board determines has not been made sufficiently or timely available to stockholders, or (iii) the Eidos board determines that adjournment is otherwise in the best interests of Eidos.

The merger agreement provides that the Eidos special meeting can be adjourned to provide more time to solicit additional proxies in favor of the approval of the Eidos merger proposal if a majority of votes are cast in favor of the Eidos adjournment proposal. If after the adjournment a new record date is set for the adjourned meeting or the adjournment is for more than 30 days from the original meeting date (which will require consent of the BridgeBio board pursuant to the merger agreement), a notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the Eidos special meeting and each stockholder who, by law or under the Eidos certificate of incorporation or the Eidos bylaws is entitled to such notice.

Other Business

No other matters are intended to be brought before the Eidos special meeting by Eidos.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Eidos special meeting, please contact Eidos’ proxy solicitors at the following addresses and telephone numbers:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders in the U.S. and Canada may call toll-free: (877) 750-8332

Stockholders in other locations may call direct: (412) 232-3651

Banks and brokers may call collect: (212) 750-5833

 

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EIDOS PROPOSALS

Eidos Proposal 1: The Eidos Merger Proposal

As discussed throughout this joint proxy statement/prospectus, Eidos is asking its stockholders to approve the Eidos merger proposal. Under the terms of the merger agreement, Merger Sub I will merge with and into Eidos, with Eidos surviving the initial merger as an indirect wholly owned subsidiary of BridgeBio, and immediately following the effectiveness of the initial merger, Eidos will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger as an indirect wholly owned subsidiary of BridgeBio.

At the effective time, Merger Sub I will merge with and into Eidos, with Eidos surviving as an indirect wholly owned subsidiary of BridgeBio. Immediately following the effective time, Eidos will merge with and into Merger Sub II, with Merger Sub II surviving as an indirect wholly owned subsidiary of BridgeBio.

At the effective time, each share of Eidos common stock issued and outstanding immediately prior to the effective time (other than shares of Eidos common stock (i) owned by Eidos as treasury stock, (ii) owned by Eidos, BridgeBio, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio and, in each case, not held on behalf of third parties and (iii) that relate to Eidos restricted share awards) will be converted into the right to receive, at the election of each stockholder of Eidos, (A) the stock consideration (i.e., 1.85 shares of BridgeBio common stock) or (B) the cash consideration (i.e., $73.26 in cash), subject to proration as necessary to ensure that the aggregate amount of cash consideration is no greater than $175 million. From and after the effective time, all outstanding shares of Eidos common stock (other than the shares excluded in the prior sentence) will be cancelled and will thereafter represent only the right to receive, as applicable, the stock consideration or the cash consideration and any cash in lieu of fractional shares of BridgeBio common stock.

Immediately upon consummation of the mergers, BridgeBio is expected to own all of the outstanding shares of Eidos common stock and pre-closing holders of Eidos common stock (other than BridgeBio and its subsidiaries) are expected to own between approximately 16% and 18% of the outstanding shares of BridgeBio common stock. Eidos currently trades on Nasdaq under the symbol “EIDX.” Following the consummation of the mergers, Eidos common stock will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded. BridgeBio common stock currently trades on Nasdaq under the symbol “BBIO.”

To review the reasons for the proposed mergers in greater detail, see “The Mergers—Eidos’ Reasons for the Mergers; Recommendation of the Eidos Special Committee and the Eidos Board of Directors.”

Eidos stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the annexes and exhibits, for more detailed information concerning the merger agreement and the mergers. In particular, Eidos stockholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus.

The consummation of the mergers is conditioned on approval of the Eidos merger proposal.

Vote Required and Eidos Board Recommendation

Approval of the Eidos merger proposal requires the affirmative vote of (i) the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon, (ii) a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its Affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its Affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee); and (iii) at least 66-2/3% of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the DGCL).

 

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The Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting upon the recommendation of the Eidos special committee, recommends a vote “FOR” the Eidos merger proposal.

Eidos Proposal 2: The Eidos Advisory Compensation Proposal

Eidos is providing its stockholders with the opportunity to cast a vote, on a non-binding, advisory basis, to approve the merger-related named executive officer compensation as disclosed in the table entitled “Golden Parachute Compensation” and the accompanying footnotes under “The Mergers—Interests of Certain Persons in the Mergers,” as required by Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Through this proposal, Eidos is asking its stockholders to indicate their approval, on a non-binding, advisory basis, of the various Eidos change in control-related benefits, equity acceleration and other payments which Eidos’ named executive officers will or may be eligible to receive in connection with the mergers as indicated in the table referred to above. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Eidos’ overall compensation program for its named executive officers, which has been disclosed to Eidos stockholders as required by the rules of the SEC in the Compensation Discussion and Analysis and related sections of Eidos’ annual proxy statements, Eidos’ annual report for the year ended December 31, 2019, which was filed on Form 10-K with the SEC on February 26, 2020, or are required pursuant to the terms of the merger agreement.

You should review carefully the information regarding the merger-related named executive officer compensation disclosed in this proxy statement/prospectus. The Eidos board recommends that Eidos stockholders approve the following resolution:

“RESOLVED, that the stockholders of Eidos approve, solely on an advisory, non-binding basis, the merger-related named executive officer compensation which will or may be paid by Eidos or BridgeBio to Eidos’ named executive officers in connection with the mergers, as disclosed pursuant to Item 402(t) of Regulation S-K in the table entitled “Golden Parachute Compensation” and the accompanying footnotes under “The Mergers—Interests of Certain Persons in the Mergers.”

The vote on the Eidos advisory compensation proposal is a vote separate and apart from the vote on the approval of the merger agreement. Accordingly, you may vote to approve the Eidos merger proposal and vote not to approve the Eidos advisory compensation proposal and vice versa. Because the vote on the merger-related named executive officer compensation is advisory only, it will not be binding on either Eidos or BridgeBio. Accordingly, if the merger agreement is approved and the mergers are completed, the merger-related named executive officer compensation will or may be paid by Eidos or BridgeBio, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Eidos stockholders.

Vote Required and Eidos Board Recommendation

Approval of the Eidos advisory compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos special meeting, assuming a quorum is present. For purposes of the Eidos advisory compensation proposal, “votes properly cast” means votes “FOR” or “AGAINST.”

The Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting upon the recommendation of the Eidos compensation committee, recommends a vote “FOR” the Eidos advisory compensation proposal.

 

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Eidos Proposal 3: The Eidos Adjournment Proposal

Eidos is asking its stockholders to approve the adjournment of the Eidos special meeting to another time and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal. The merger agreement provides that the Eidos special meeting will not be postponed or adjourned to a date that is more than thirty days after the date for which the Eidos special meeting was originally scheduled without the prior written consent of BridgeBio.

Consummation of the mergers is not conditioned on the approval of the Eidos adjournment proposal.

Vote Required and Eidos Board Recommendation

Approval of the Eidos adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against such proposal at the Eidos stockholder meeting, regardless of whether a quorum is present. For purposes of the adjournment proposal, “votes properly cast” means votes “FOR” or “AGAINST.”

The Eidos board (other than Neil Kumar, who did not attend the Eidos board meeting, and Ali Satvat and Uma Sinha who recused themselves from determinations relating to the mergers due to their affiliation with BridgeBio), acting upon the recommendation of the Eidos special committee, recommends a vote “FOR” the Eidos adjournment proposal.

 

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THE MERGERS

The following is a description of certain material aspects of the mergers. This description may not contain all of the information that may be important to you. The discussion of the mergers in this joint proxy statement/prospectus is qualified in its entirety by reference to the merger agreement (including all exhibits thereto), which is attached to this joint proxy statement/prospectus as Annex A and the form of voting agreement and the KKR voting agreement, which are attached to this joint proxy statement/prospectus as Annexes B and C, respectively. We encourage you to read carefully this entire joint proxy statement/prospectus, including the annexes and exhibits to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates, for a more complete understanding of the mergers and the documents incorporated by reference. This section is not intended to provide you with any factual information about BridgeBio or Eidos. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings BridgeBio and Eidos make with the SEC, as described in “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

General Description of the Mergers

Under the terms of the merger agreement, at the effective time, Merger Sub I will be merged with and into Eidos, with Eidos surviving, and then, at the effective time of the subsequent merger, Eidos will be merged with and into Merger Sub II, with Merger Sub II surviving.

Background of the Mergers

Eidos was formed in August 2013 and in 2017, became a majority owned subsidiary of BridgeBio. Eidos is a clinical stage biopharmaceutical company focused on addressing the large and growing unmet need in diseases caused by transthyretin, or amyloidosis, through the development of a product candidate called AG10 or acoramidis.

Eidos completed its initial public offering in June 2018. BridgeBio is currently the largest stockholder of Eidos, with beneficial ownership of approximately 63.2% of the issued and outstanding Eidos common stock as of November 30, 2020. In addition, throughout the existence of Eidos, certain directors and officers of BridgeBio have also served and continue to serve as directors or officers of Eidos.

Currently, the Eidos board consists of six directors, including three directors affiliated with BridgeBio, Dr. Neil Kumar (the Chief Executive Officer and a director of BridgeBio), Mr. Ali Satvat (a director of BridgeBio) and Dr. Uma Sinha (the Chief Scientific Officer of BridgeBio). Dr. Kumar also serves as the Chief Executive Officer of Eidos, and Dr. Sinha also serves as the Chief Scientific Officer of Eidos.

In July 2019, BridgeBio completed its initial public offering.

The boards of directors and management of Eidos and BridgeBio each regularly reviews and assess its respective operations, performance, prospects and strategic direction. As part of this review, the BridgeBio board and management regularly evaluate and consider a variety of possible financial and strategic opportunities to enhance stockholder value as part of their long-term business plans, including, among other things, the exploration of possible financing, acquisitions and business combinations, divestitures, licensing and collaboration transactions, and other strategic alternatives, including, in the case of BridgeBio, alternatives with respect to its investment in Eidos.

On August 8, 2019, Brian Stephenson, Chief Financial Officer of BridgeBio, delivered to the Eidos board a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries in an all-stock transaction with a fixed exchange ratio of 1.30 shares of BridgeBio common stock for each share of Eidos common stock (the “August 2019 proposal”),

 

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reflecting an implied value of $38.31 per share of Eidos common stock (implying a valuation of approximately $1.5 billion for Eidos) and a premium of 21% based on the closing trading price of BridgeBio common stock on August 7, 2019, the last trading day before delivery of the August 2019 proposal. BridgeBio indicated in the August 2019 proposal that it expected that a special committee of independent directors appointed by the Eidos board and advised by independent legal and financial advisors would consider the August 2019 proposal and make a recommendation to the Eidos board. BridgeBio also stated in the August 2019 proposal that it would not proceed with the transaction contemplated by the August 2019 proposal unless the proposed transaction was approved by such special committee and that the proposed transaction would be subject to a non-waivable condition requiring approval by the holders of a majority of the aggregate voting power represented by shares of Eidos common stock that are not owned by BridgeBio. In the August 2019 proposal, BridgeBio, in its capacity as a stockholder of Eidos, stated that it had no interest in selling control of Eidos, and that the August 2019 proposal should not be construed as indicating an interest in participating in any alternative change of control transaction involving Eidos. During a special meeting of the Eidos board held later that day, the Eidos board determined that it was advisable to form a special committee comprised of the Eidos directors who were independent of BridgeBio. The Eidos board determined that each of Rajeev Shah and William Lis were independent of BridgeBio and were otherwise disinterested in a transaction with BridgeBio or other potential alternatives.

Beginning on August 8, 2019, Mr. Shah and Mr. Lis conducted interviews of nationally recognized financial, legal and other advisors to act as advisors to a potential special committee of the Eidos board. As part of these interviews, Mr. Shah and Mr. Lis requested disclosure from prospective advisors with respect to any material relationships with either BridgeBio or Kohlberg Kravis Roberts & Co. L.P. (“KKR”), which manages funds holding a significant ownership percentage of BridgeBio common stock.

On August 11, 2019, in response to the August 2019 proposal, the Eidos board adopted resolutions forming a special committee of the Eidos board comprised of Mr. Shah and Mr. Lis (the “2019 special committee”), each of whom was determined by the Eidos board to be independent of BridgeBio and not otherwise interested in a transaction with BridgeBio or other potential alternatives, to consider and evaluate a possible sale or other business transaction or series of transactions involving all or substantially all of Eidos’ equity or assets and any alternatives to any such transaction, including Eidos continuing to operate as an independent company. The resolutions passed by the Eidos board forming the 2019 special committee authorized the 2019 special committee to, among other things, (i) consider and evaluate all proposals, including the August 2019 proposal, that had been received or might be received by Eidos in connection with a possible transaction and any alternatives to any such transaction, including Eidos continuing to operate as an independent company, (ii) participate in and direct the negotiation of the terms and conditions of any transaction, (iii) terminate any negotiations, discussions or consideration of, or reject on behalf of Eidos, any transaction (including the August 2019 proposal) or other alternative and (iv) engage independent legal, financial and other advisors and consultants on terms satisfactory to the 2019 special committee. The Eidos board further resolved not to approve or implement any strategic transaction, including the August 2019 proposal, or other alternative or submit any such transaction for the approval of Eidos stockholders without the prior favorable recommendation of the 2019 special committee.

Later on August 11, 2019, after interviews with potential advisors, the 2019 special committee engaged Cravath, Swaine & Moore LLP (“Cravath”) as independent legal counsel to the 2019 special committee and Centerview Partners LLC (“Centerview”) as the exclusive independent financial advisor to the 2019 special committee. The decision to engage Cravath was based on, among other things, Cravath’s qualifications, experience and reputation and the absence of conflicts on the part of Cravath. The decision to engage Centerview was based on, among other things, Centerview’s qualifications, experience and reputation, including Centerview’s extensive experience in the pharmaceutical and biotechnology industries, and the 2019 special committee’s determination, based on disclosures provided by Centerview on August 10, 2019 with respect to any material relationships with either BridgeBio or KKR, that Centerview did not have any material conflicts.

On August 12, 2019, Eidos issued a press release confirming receipt of the August 2019 proposal from BridgeBio and announcing the formation of the 2019 special committee.

 

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Also on August 12, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. During this meeting, the 2019 special committee discussed the status of the Phase 3 clinical trial for Eidos’ product candidate, acoramidis (formerly AG10), and whether Eidos would be making any upcoming announcements regarding the progress of the trial, including the status of enrollment, that may impact the trading price of Eidos common stock.

On August 14, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating, to discuss the process for conducting due diligence and producing financial analyses for each of Eidos and BridgeBio in order to aid the 2019 special committee’s consideration and evaluation of the August 2019 proposal and any alternatives to such proposal. The 2019 special committee determined that it would request due diligence materials from management of both Eidos and BridgeBio, and that Centerview would develop financial analyses based on publicly available information and internal financial models prepared by management of Eidos and BridgeBio. During this meeting, the 2019 special committee and representatives of Centerview also discussed whether any third parties may be interested in an acquisition of Eidos, and whether the 2019 special committee would contact potential third party buyers for Eidos. The 2019 special committee determined that, although BridgeBio had stated in the August 2019 proposal that BridgeBio, in its capacity as a stockholder of Eidos, had no interest in selling control of Eidos, outreach to third parties may result in an alternative proposal that would be more favorable to the stockholders of Eidos than the August 2019 proposal, and that any indications of interest received from third parties could also aid in the 2019 special committee’s evaluation of the August 2019 proposal. After discussion, the 2019 special committee determined that it would be advisable to wait until preliminary due diligence information had been received from both Eidos and BridgeBio before making any outbound inquiries to third parties. After this meeting, representatives of Centerview shared preliminary financial due diligence requests with management of each of Eidos and BridgeBio.

On August 17, 2019, Eidos and BridgeBio entered into a confidentiality agreement in order to facilitate continued conversations regarding a potential transaction and the sharing of due diligence materials between the parties. BridgeBio then began sharing certain confidential information regarding BridgeBio’s business with the 2019 special committee and its advisors, and Eidos management also began providing information regarding Eidos’ business to the 2019 special committee and its advisors.

On August 19, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. During this meeting, the 2019 special committee discussed the possibility of hiring external industry consultants to assist the 2019 special committee in evaluating the product pipelines of both Eidos and BridgeBio, including assumptions regarding the potential market and regulatory process for each party’s product candidates. The 2019 special committee determined that it would identify consultants with the requisite expertise upon receipt of the due diligence materials that had previously been requested from each of Eidos and BridgeBio. The 2019 special committee also discussed the timing and process for potentially contacting potential third party buyers for Eidos. After discussion, the 2019 special committee directed Centerview to prepare a list of potential strategic buyers that might be interested in a transaction with Eidos for the 2019 special committee’s review and determined that it was advisable to wait until complete due diligence information had been received from BridgeBio before making any outbound inquiries to potential third party buyers.

On August 21, 2019, BridgeBio granted the members of the 2019 special committee, Centerview and Cravath access to an electronic data room containing certain due diligence materials regarding BridgeBio, including a management presentation and certain financial projections for BridgeBio (excluding Eidos) prepared by BridgeBio management.

Later on August 21, 2019, Eidos granted the members of the 2019 special committee, Centerview and Cravath access to an electronic data room containing certain due diligence materials regarding Eidos, including certain internal financial projections for Eidos prepared by Eidos management.

 

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Later on August 21, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview stated that BridgeBio had provided the previously requested due diligence materials, including certain financial projections, and the 2019 special committee, Centerview and Cravath then discussed the engagement of industry consultants to assist the 2019 special committee in evaluating the product pipelines of both Eidos and BridgeBio and the assumptions underlying such financial projections. After discussion regarding industry consultants with the appropriate expertise, the 2019 special committee determined that it was advisable to engage Navigant Consulting, Inc. (“Navigant”) as an industry consultant to the 2019 special committee. The decision to engage Navigant was based on, among other things, Navigant’s qualifications, industry experience and absence of conflicts.

On August 22, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview presented a list of potential strategic counterparties that might be interested in an acquisition of Eidos that had been prepared at the direction of the 2019 special committee. After discussing the list of potential counterparties, the 2019 special committee directed Centerview to contact eight counterparties to assess their potential interest in exploring a possible strategic transaction with Eidos.

On August 23, 2019, BridgeBio and Eidos each granted Navigant access to their respective electronic data rooms.

Over the course of the next week, representatives of Centerview began outreach to the eight counterparties previously identified and approved by the 2019 special committee to evaluate each potential counterparty’s interest in exploring a possible strategic transaction with Eidos.

Representatives of six of these eight counterparties informed Centerview that, based on BridgeBio’s public statement that it was not interested in selling control of Eidos, they did not believe that BridgeBio would be open to a sale of Eidos and were uninterested in pursuing a transaction with Eidos. Representatives of two large biopharma companies, Company A and Company B, informed Centerview that they would be potentially interested in exploring a possible acquisition of Eidos, but only if BridgeBio were interested in selling its controlling stake in Eidos.

During this period, representatives of Centerview, Cravath and Navigant also continued their due diligence review of BridgeBio and Eidos, including participating in several due diligence calls with management of each of Eidos and BridgeBio. During these due diligence calls, management of each of Eidos and BridgeBio discussed the key assumptions underlying the projections for BridgeBio that were provided by BridgeBio management to the 2019 special committee and the projections for Eidos that were provided by Eidos management to the 2019 special committee as well as management’s estimates of the probability of success of each product candidate.

On September 6, 2019, the 2019 special committee held a telephonic meeting to review the Eidos financial projections provided by management of Eidos and the BridgeBio financial projections provided by management of BridgeBio and the key assumptions underlying such projections, with representatives of Centerview, Cravath and Navigant participating. Representatives of Cravath reviewed the directors’ fiduciary duties and other legal matters in connection with the 2019 special committee’s consideration of the August 2019 proposal and other alternatives. Representatives of Centerview and Navigant then reviewed the management projections and key underlying assumptions for each of Eidos and BridgeBio. After discussion, the 2019 special committee noted that it would be appropriate to make adjustments to the management projections, including adjustments based on the 2019 special committee’s assessment of the probability of success and underlying product assumptions of each product candidate. Representatives of Navigant discussed their assessment of the key assumptions underlying the management projections and potential revisions to such projections based on Navigant’s research. After discussion regarding these assumptions and potential adjustments, the 2019 special committee requested that Centerview present adjusted projections reflecting the adjustments that had been discussed for the 2019 special committee’s review at the next committee meeting.

 

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On September 9, 2019, the 2019 special committee held another telephonic meeting with representatives of Centerview, Cravath and Navigant participating. Representatives of Centerview and Navigant provided an overview of adjusted financial projections for each of BridgeBio and Eidos reflecting adjustments to the assumptions in the management projections previously discussed with the 2019 special committee, including probability of success and underlying product assumption adjustments based on the 2019 special committee’s assessment, after consultation with Navigant and Centerview. After discussion of the adjusted projections, the 2019 special committee directed Centerview to utilize such adjusted projections for purposes of preliminary financial analysis at a future committee meeting. Following this discussion, the representatives of Navigant exited the meeting. Representatives of Centerview then informed the 2019 special committee that Centerview had contacted representatives of all eight potential strategic buyers previously approved by the 2019 special committee for outreach. Representatives of Centerview informed the committee that while certain of the parties had indicated that they were not interested in pursuing a transaction because they did not believe that BridgeBio would be open to a sale, Company A and Company B had expressed potential interest in exploring a possible acquisition of Eidos if BridgeBio were interested in selling its controlling stake in Eidos.

On September 11, 2019, the 2019 special committee held a telephonic meeting, with representatives of Cravath and Centerview participating. Representatives of Centerview reviewed with the 2019 special committee certain preliminary financial analyses with respect to Eidos, BridgeBio and the August 2019 proposal based on the adjusted projections previously approved by the 2019 special committee. The 2019 special committee then discussed the relative value of Eidos and BridgeBio, as well as certain risks associated with the valuation of BridgeBio common stock because BridgeBio had recently completed its initial public offering and the “lock-up” period applicable to a significant portion of BridgeBio common stock had not yet expired. After discussion, the 2019 special committee determined that the August 2019 proposal undervalued Eidos and was inadequate and that it was in the best interests of Eidos and the minority stockholders of Eidos to reject the August 2019 proposal. The 2019 special committee then directed Centerview to inform BridgeBio’s financial advisors that the August 2019 proposal was inadequate.

On September 12, 2019, representatives of Centerview contacted representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”) and J.P. Morgan Securities LLC (“J.P. Morgan”), financial advisors to BridgeBio, and informed them that the 2019 special committee had rejected the August 2019 proposal, and that the August 2019 proposal was inadequate because it undervalued Eidos and because there was a high degree of uncertainty regarding the value of BridgeBio common stock as consideration. Representatives of Centerview also conveyed that Company A and Company B continued to express potential interest in exploring a possible acquisition of Eidos if BridgeBio were interested in selling its controlling stake. Representatives of Goldman Sachs and J.P. Morgan informed Centerview that BridgeBio was not interested in selling its stake in Eidos, unless a potential counterparty offered a price for Eidos that was sufficiently attractive to all Eidos stockholders.

Later that day, the 2019 special committee issued a press release announcing that it had rejected the August 2019 proposal.

On September 14, 2019, representatives of J.P. Morgan, on behalf of BridgeBio, contacted representatives of Centerview and conveyed BridgeBio’s improved proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries in an all-stock transaction with a fixed exchange ratio of 1.43 shares of BridgeBio common stock (the “September 14 proposal”), reflecting a value of $37.05 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 13, 2019. Representatives of Centerview informed J.P. Morgan that they would communicate the September 14 proposal to the 2019 special committee.

On September 15, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview informed the 2019 special committee of the September 14 proposal. The 2019 special committee then reviewed with representatives of Centerview certain preliminary financial analyses with respect to Eidos, BridgeBio and the September 14 proposal based on the adjusted projections previously approved by the 2019 special committee. The 2019 special committee then

 

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discussed the potential interest from Company A and Company B, and Centerview informed the 2019 special committee that Goldman Sachs and J.P. Morgan had confirmed that BridgeBio was still not interested in selling its stake in Eidos, unless a potential counterparty offered a price for Eidos that was sufficiently attractive to all Eidos stockholders. After discussion, the 2019 special committee determined that the September 14 proposal was inadequate, continued to undervalue Eidos, and was not in the best interests of Eidos and its minority stockholders. After discussion, the 2019 special committee instructed Centerview to convey to BridgeBio’s financial advisors a counterproposal reflecting all-stock consideration with a fixed exchange ratio of 1.55 shares of BridgeBio common stock for each share of Eidos common stock not owned by BridgeBio (reflecting an implied value of $40.16 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 13, 2019), with a mechanism that would provide adjustments to the exchange ratio to provide for a guaranteed minimum value of the consideration as of the closing date of $38.00 per share of Eidos common stock (the “September 15 counterproposal”).

Later that day, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed the September 15 counterproposal and stated that, given the high degree of uncertainty regarding the value of BridgeBio common stock as consideration, a value certainty mechanism would be important to the 2019 special committee in any transaction.

On September 16, 2019, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed BridgeBio’s improved proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries for all-stock consideration with a fixed exchange ratio of 1.48 shares of BridgeBio common stock (the “September 16 proposal”), reflecting a value of $37.56 per share of Eidos common stock based on then-current trading price of BridgeBio common stock. Representatives of Centerview informed Goldman Sachs and J.P. Morgan that they would communicate the proposal to the 2019 special committee.

On September 17, 2019, the 2019 special committee held an ad hoc telephonic meeting to discuss the September 16 proposal, with representatives of Centerview and Cravath participating. Mr. Lis was unable to attend the ad hoc meeting. Representatives of Centerview reviewed certain preliminary financial analyses with respect to the September 16 proposal, including BridgeBio’s ability to offer cash consideration to provide greater value certainty. A discussion then followed regarding whether, notwithstanding BridgeBio’s prior statements, BridgeBio might be willing to consider a sale of Eidos to a third party buyer if a sufficiently attractive offer were received, and Mr. Shah determined that it was advisable for Mr. Shah and Mr. Lis to discuss with Dr. Kumar, in his capacity as Chief Executive Officer of BridgeBio, the potential for such a transaction. A discussion then followed regarding whether it would be advisable for the 2019 special committee to contact potential financial buyers to solicit additional interest in an acquisition of Eidos. After discussion of various factors, including the fact that Eidos’ sole product candidate was still in a development phase and Eidos’ lack of projected cash flows for a long period of time would make it difficult for a traditional financial buyer to be competitive against strategic buyers in a sale process, Mr. Shah determined that it was advisable not to conduct such outreach. Mr. Lis was later briefed on the discussion and confirmed his agreement with Mr. Shah’s determinations.

On September 18, 2019, Mr. Shah contacted Dr. Kumar to discuss the potential of conducting a sale process for Eidos with strategic buyers. Mr. Shah informed Dr. Kumar that, based on the 2019 special committee’s evaluation of BridgeBio’s proposals, knowledge of the industry and precedent transactions, a sale of Eidos to a third party could be in the best interest of the minority stockholders of Eidos. Dr. Kumar informed Mr. Shah that, while BridgeBio was not interested in selling its controlling stake in Eidos, BridgeBio could theoretically be open to considering a sale of its controlling stake if there was a sufficiently attractive third party proposal. Dr. Kumar then conveyed to Mr. Shah BridgeBio’s improved proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries for a fixed exchange ratio of 1.50 shares of BridgeBio common stock for each share of Eidos common stock (the “September 18 proposal”), reflecting an implied value of $37.29 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 17, 2019. Dr. Kumar informed Mr. Shah that, due to the distraction for Eidos’ and BridgeBio’s management and employees since the August 2019 proposal had been announced, and

 

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the fact that management was engaged in critically supporting Eidos as it was entering into a critical phase of its Phase 3 clinical trial effort, the September 18 proposal would expire and BridgeBio would no longer be interested in pursuing a transaction if a final agreement had not been reached by September 24, 2019.

On September 19, 2019, the 2019 special committee held a telephonic meeting with representatives of Centerview and Cravath. Mr. Shah conveyed the September 18 proposal to Mr. Lis, Centerview and Cravath and recounted his September 18 conversation with Dr. Kumar. After discussion, the 2019 special committee determined that the September 18 proposal was inadequate and was not in the best interests of Eidos and the minority stockholders of Eidos, as the September 18 proposal still undervalued Eidos and did not provide any value protection for minority stockholders of Eidos in the event of a decline in BridgeBio’s stock price prior to closing of a transaction. The 2019 special committee then determined that based on the September 18 proposal and Mr. Shah’s conversation with Dr. Kumar, it could be in the best interests of Eidos and its stockholders to further pursue a sale to potential strategic counterparties. The 2019 special committee directed Centerview to inform BridgeBio’s financial advisors that the 2019 special committee had rejected the September 18 proposal but remained interested in further pursuing a transaction with a third party and would like to understand the parameters under which BridgeBio would be open to selling.

Later that day, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed that the September 18 proposal was not acceptable to the 2019 special committee and that the 2019 special committee was considering further pursuing a sale process with strategic buyers that were potentially interested in exploring a possible acquisition of Eidos, including Company A and Company B, but wanted to clarify at what price BridgeBio would be willing to sell its shares of Eidos common stock. Representatives of Goldman Sachs and J.P. Morgan informed Centerview that BridgeBio did not have a specific price at which it would be willing to consider a transaction.

Also on September 19, 2019, representatives of Simpson Thacher & Bartlett LLP (“Simpson Thacher”), then outside legal counsel to BridgeBio, contacted representatives of Cravath to discuss the circumstances under which BridgeBio may be willing to consider a sale of its stake in Eidos. Representatives of Simpson Thacher informed representatives of Cravath that while BridgeBio would evaluate any proposals received in accordance with the BridgeBio board’s fiduciary duties to BridgeBio stockholders, BridgeBio was not seeking to sell its stake in Eidos at that time.

On September 20, 2019, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and reiterated that BridgeBio did not intend to sell its stake in Eidos but that it would be open to considering an offer (if received) with a premium that was at least comparable to top tier precedent biotech premiums based on the then-current trading price of Eidos common stock. Representatives of Centerview informed representatives of Goldman Sachs and J.P. Morgan that the 2019 special committee considered the September 18 proposal to be inadequate and asked whether BridgeBio had considered adding a cash component to its proposal to increase the value certainty for the minority stockholders of Eidos. Representatives of Goldman Sachs and J.P. Morgan indicated that the September 18 proposal would still expire on September 24, 2019, and that the 2019 special committee should make a counter proposal with terms that it would be willing to accept if it wished to continue negotiations.

Later on September 20, 2019, the 2019 special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview and Cravath informed the 2019 special committee of their discussions with Goldman Sachs and J.P. Morgan and with Simpson Thacher, respectively. Following discussion, the 2019 special committee determined that it would not be advisable to pursue any formal sale process with potential counterparties at this time because, in light of BridgeBio’s position, BridgeBio would not be interested in selling its controlling stake in Eidos at a price that could reasonably expected to be achieved in a third party sale process, it was unlikely that any potentially interested counterparty would incur the costs and risks of exploring an acquisition of Eidos, and a sale process could be disruptive to Eidos’ ongoing operations. The 2019 special committee then discussed the September 18 proposal and reaffirmed that the September 18

 

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proposal was inadequate and did not provide sufficient value certainty for the minority stockholders of Eidos. After discussion, the 2019 special committee instructed Centerview to convey to BridgeBio’s financial advisors a counterproposal of 0.775 shares of BridgeBio common stock plus $19.00 in cash for each share of Eidos common stock not owned by BridgeBio (the “September 20 counterproposal”), which reflected an implied value of $38.00 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 19, 2019.

Later that day, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan to convey the September 20 counterproposal.

On September 21, 2019, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed a revised proposal from BridgeBio to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries (the “September 21 proposal”) for consideration per share of Eidos common stock equal to, at the election of the minority of stockholders of Eidos, (i) 1.50 shares of BridgeBio common stock or (ii) a combination of 1.21 shares of BridgeBio common stock plus $7.20 in cash. The September 21 proposal implied a value of approximately $39 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 20, 2019 and a maximum aggregate amount of cash consideration of $100 million.

On September 22, 2019, the 2019 special committee held a telephonic meeting to discuss the September 21 proposal, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed preliminary financial analyses with respect to the September 21 proposal, including a comparison to the September 20 counterproposal, noting that the aggregate value represented by the September 21 proposal was similar to the aggregate value of the September 20 counterproposal but included substantially less cash and therefore lower value certainty for minority stockholders of Eidos. After discussion regarding the September 21 proposal, including whether BridgeBio would be willing to increase the cash component of the proposed consideration, the 2019 special committee determined that the September 21 proposal was not in the best interests of Eidos or the minority stockholders of Eidos. The 2019 special committee then instructed Centerview to convey to BridgeBio’s financial advisors a counterproposal (the “September 22 counterproposal”) of consideration per share of Eidos common stock consisting of a combination of 1.20 shares of BridgeBio common stock plus $8.50 in cash, with the ability for the minority stockholders of Eidos to elect to receive all-stock consideration of 1.525 shares of BridgeBio common stock per share of Eidos common stock or cash (subject to proration). The September 22 counterproposal implied a value of approximately $40 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 20, 2019 and included a maximum aggregate amount of cash consideration of approximately $120 million.

After that meeting, on September 22, 2019, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed the September 22 counterproposal.

Later that day, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed a revised proposal from BridgeBio (the “September 22 proposal”) of consideration per share of Eidos common stock consisting of a combination of 1.18 shares of BridgeBio common stock plus $8.50 in cash, with the ability for the minority stockholders of Eidos to elect to receive all-stock consideration of 1.50 shares of BridgeBio common stock per share of Eidos common stock or cash (subject to proration). The September 22 proposal implied a value of approximately $39.50 per share of Eidos common stock based on the closing trading price of BridgeBio common stock on September 20, 2019 and included a maximum aggregate amount of cash consideration of approximately $120 million.

On September 23, 2019, the 2019 special committee held a telephonic meeting to discuss the September 22 proposal, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed preliminary financial analyses with respect to the September 22 proposal compared to the recent trading prices of BridgeBio common stock and Eidos common stock. After discussion, the 2019 special committee determined that, subject to negotiation of definitive transaction documents with acceptable terms and receipt of a fairness

 

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opinion from Centerview, the 2019 special committee would be prepared to recommend a transaction to the full Eidos board based on the September 22 proposal.

Later on September 23, 2019, at the direction of the 2019 special committee, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed that the 2019 special committee was prepared to recommend the September 22 proposal, subject to negotiation of definitive transaction documents with acceptable terms.

On September 24, 2019, Simpson Thacher delivered a draft merger agreement to Cravath which contemplated, among other things, a closing condition that the merger agreement be adopted by a majority of the outstanding shares of Eidos common stock not owned by BridgeBio or its affiliates, a “force the vote” provision whereby Eidos could not terminate the merger agreement in the event of an alternative superior proposal, a termination fee in an unspecified amount payable by Eidos to BridgeBio under certain circumstances, including if the Eidos board changed its recommendation to Eidos stockholders with respect to the transaction, and consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, either (i) 1.50 shares of BridgeBio common stock or (ii) an amount in cash equal to $8.50 plus an amount equal to the product of 1.18 multiplied by the average closing price of BridgeBio common stock over the five trading day period ending three trading days before the closing date, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $8.50 multiplied by the number of shares of Eidos common stock outstanding immediately prior to the closing date.

After discussion with the 2019 special committee, on September 30, 2019, Cravath delivered a revised merger agreement to Simpson Thacher which contemplated, among other things, a closing condition that the merger agreement be adopted by at least two-thirds of the outstanding shares of Eidos common stock not owned by BridgeBio or its affiliates or associates for purposes of Section 203 of the DGCL, the removal of the “force the vote” provision and consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, (i) 1.50 shares of BridgeBio common stock, (ii) a combination of 1.18 shares of BridgeBio common stock plus $8.50 in cash or (iii) all cash consideration of $39.84, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $8.50 multiplied by the number of shares of Eidos common stock outstanding immediately prior to the closing date.

On October 6, 2019, Simpson Thacher delivered a revised merger agreement to Cravath which contemplated, among other things, the reinsertion of the “force the vote” provision, a termination fee payable by Eidos to BridgeBio under certain circumstances equal to 3.5% of the transaction equity value of Eidos and consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, either (i) 1.50 shares of BridgeBio common stock, (ii) a combination of 1.18 shares of BridgeBio common stock plus $8.50 in cash or (iii) an amount in cash equal to $8.50 plus an amount equal to the product of 1.18 multiplied by the average closing price of BridgeBio common stock over the five trading day period ending three trading days before the closing date, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $8.50 multiplied by the number of shares of Eidos common stock outstanding immediately prior to the closing date.

After discussion with the 2019 special committee, on October 9, 2019, Cravath delivered a revised merger agreement to Simpson Thacher which, among other things, accepted the “force the vote” provision and the consideration payable per shares of Eidos common stock but contemplated a termination fee payable by Eidos to BridgeBio under certain circumstances equal to 2.0% of the total equity value of the transaction (excluding Eidos common stock owned by BridgeBio).

On October 10, 2019, Simpson Thacher delivered a revised merger agreement to Cravath which contemplated, among other things, a termination fee equal to $22 million payable by Eidos to BridgeBio under certain circumstances.

On October 11, 2019, the 2019 special committee held a telephonic meeting to discuss the draft merger agreement and the status of negotiations with BridgeBio, with representatives of Centerview and Cravath

 

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participating. The 2019 special committee discussed recent developments regarding financing options for the acoramidis clinical trials, the current status of enrollment of the Phase 3 clinical trial for acoramidis and the pending results of the Phase 2 open-label clinical trial for acoramidis and potential upcoming announcements regarding the acoramidis clinical trial, as well as offers received by Eidos for financing for the acoramidis clinical trials. The 2019 special committee determined that these developments had increased their view of the potential value of Eidos common stock. The 2019 special committee then discussed the relative trading prices of BridgeBio common stock and Eidos common stock since BridgeBio had delivered the September 22 proposal. The 2019 special committee noted that the trading price of BridgeBio common stock had declined from $27.61 per share as of the close of trading on September 23, 2019 to $18.53 per share as of the close of trading on October 11, 2019, and that the all-stock consideration option included in the September 22 proposal would now represent approximately $27.80 per share, compared to the closing trading price of Eidos common stock of $38.58 on October 11, 2019. After discussion, the 2019 special committee determined that the trading price of BridgeBio common stock was unlikely to increase in the near term and that, based on the then-current value of BridgeBio common stock, the proposed transaction undervalued Eidos and it was unlikely that the parties could obtain the required stockholder approval. After further discussion, the 2019 special committee determined that the price and structure of the transaction consideration contemplated by the September 22 proposal and the draft merger agreement was inadequate and that it was in the best interests of Eidos and the minority stockholders of Eidos for Eidos not to enter into the draft merger agreement and for the 2019 special committee to cease negotiations with BridgeBio regarding a transaction.

Later on October 11, 2019, representatives of Centerview, acting at the direction of the 2019 special committee, informed representatives of Goldman Sachs and J.P. Morgan that the 2019 special committee would no longer be willing to recommend a transaction based on the then-current BridgeBio proposal and that, due to the magnitude of difference in trading prices, the 2019 special committee and BridgeBio would be unlikely to reach an agreement and the 2019 special committee was therefore ceasing negotiations.

On October 14, 2019, BridgeBio issued a press release announcing that it was unable to come to an agreement with the 2019 special committee and that BridgeBio was no longer pursuing an acquisition of the minority shares of Eidos. The 2019 special committee was thereafter dissolved.

Throughout the remainder of 2019 and continuing in 2020, the boards of directors and management of Eidos and BridgeBio each periodically evaluated possible financial and strategic opportunities to enhance stockholder value, including exploration of possible investment and financing transactions, licensing transactions, commercial partnerships, collaborations or other strategic transactions. Also during this period, as part of its evaluation of opportunities to enhance stockholder value, in May 2020, BridgeBio management began to evaluate potential alternatives with respect to Eidos, including the possibility of making a proposal to acquire the shares of Eidos common stock that it did not already own.

On August 16, 2020, a large international pharmaceuticals company, Company C, delivered a proposal to Eidos management with respect to a potential licensing and collaboration transaction between Eidos and Company C (the “August 16 collaboration proposal”). Eidos management shared the August 16 proposal with the Eidos board promptly thereafter.

On August 18, 2020, the Eidos board held a videoconference meeting during which, among other things, the Eidos board discussed the August 16 collaboration proposal. Following such discussion, the Eidos board unanimously determined that the August 16 collaboration proposal was not in the best interests of Eidos and its stockholders and determined not to pursue the August 16 collaboration proposal. Dr. Kumar, on behalf of BridgeBio, informed the Eidos board that while no decision had been made, BridgeBio management was preliminarily considering potential alternatives with respect to Eidos, including the possibility of proposing a potential transaction, and that any potential transaction would be conditioned on approval by a special committee of independent directors and would be subject to a non-waivable condition requiring approval by the holders of a majority of the aggregate voting power represented by shares of Eidos common stock that are not owned by BridgeBio. At this meeting, the Eidos board discussed the advisability of forming a special committee of

 

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independent directors in order to be prepared to review and evaluate any proposal that might be made by BridgeBio.

On August 24, 2020, at a videoconference meeting of the Eidos board, the Eidos board adopted resolutions forming the Eidos special committee, comprised of Mr. Lis and two other independent directors who had been appointed to the Eidos board during the period between the dissolution of the 2019 special committee and August 24, 2020, Suzanne Hooper and Douglas Rohlen, to consider and evaluate any bona fide proposal, if any, that might be received by Eidos in connection with a possible transaction. Mr. Shah had previously resigned from the Eidos board.

The resolutions passed by the Eidos board forming the Eidos special committee authorized the Eidos special committee to, among other things, (i) consider and evaluate any proposal that might be received by Eidos in connection with a possible transaction and any alternatives to any such transaction, including Eidos continuing to operate as an independent company, (ii) participate in and direct the negotiation of the terms and conditions of any transaction, (iii) terminate any negotiations, discussions or consideration of, or reject on behalf of Eidos, any transaction or other alternative and (iv) engage independent legal, financial and other advisors and consultants on terms satisfactory to the Eidos special committee. The Eidos board further resolved not to approve or implement any strategic transaction or other alternative or submit any such transaction for the approval of Eidos stockholders without the prior favorable recommendation of the Eidos special committee.

Over the course of the next week, Ms. Hooper, Mr. Lis and Mr. Rohlen discussed the approach to engaging advisors. The Eidos special committee conducted interviews of nationally recognized financial, legal and other advisors and consultants to act as advisors to the Eidos special committee, including Centerview, Cravath and Guidehouse Inc., which had recently acquired Navigant (“Guidehouse”).

On August 28, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management in attendance, during which meeting, among other things, members of management informed the BridgeBio board that, while no conclusion or recommendation had been reached, members of management had been reviewing, on a preliminary basis, potential alternatives with respect to BridgeBio’s investment in Eidos.

On August 31, 2020, the Eidos special committee engaged Cravath as independent legal counsel to the Eidos special committee, based on, among other things, Cravath’s qualification, experience and reputation, the absence of conflicts on the part of Cravath and Cravath’s knowledge of Eidos and BridgeBio based on Cravath’s engagement by the 2019 special committee.

Also on August 31, 2020, the Eidos special committee engaged Centerview as the exclusive independent financial advisor to the Eidos special committee based on, among other things, Centerview’s qualifications, experience and reputation, including Centerview’s extensive experience in the pharmaceutical and biotechnology industries and Centerview’s knowledge of Eidos and BridgeBio based on Centerview’s engagement by the 2019 special committee and subject to receipt of updated disclosures provided by Centerview with respect to any material relationships with either BridgeBio or KKR. After the Eidos special committee received such updated disclosures and determined that Centerview did not have any material conflicts, an engagement letter between the Eidos special committee and Centerview was subsequently signed on September 17, 2020.

Later on August 31, 2020, representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), BridgeBio’s legal counsel, held a preliminary discussion with representatives of Cravath, the Eidos special committee’s legal counsel, regarding certain potential process considerations in the event BridgeBio were to determine to make a proposal to Eidos.

On September 1, 2020, representatives of Goldman Sachs and J.P. Morgan, financial advisors to BridgeBio, contacted representatives of Centerview to convey that BridgeBio was considering options with respect to a transaction with Eidos and that no decisions had been made by BridgeBio at that time. Representatives of

 

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Goldman Sachs and J.P. Morgan further stated that, in order to reduce uncertainty for Eidos’ stockholders, BridgeBio would not make any determination with respect to a transaction unless the Eidos special committee had completed its preliminary financial analysis of a potential transaction with BridgeBio and indicated that it would be receptive to a potential transaction with BridgeBio at an acceptable price.

Later on September 1, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview discussed with the Eidos special committee the negotiating history between the 2019 special committee and BridgeBio, the previous interactions between Centerview (on behalf of the 2019 special committee) and potential third party buyers, and the potential alternatives available to Eidos. The Eidos special committee discussed contacting potential strategic buyers to gauge interest in an acquisition of Eidos in order to evaluate any proposal from BridgeBio with respect to a transaction, and determined that it was advisable to confirm with BridgeBio and its advisors directly whether BridgeBio would now be interested in selling its stake in Eidos before making any decision regarding the advisability of outbound inquiries to potential counterparties. The Eidos special committee then requested that Centerview provide a summary of the financial analyses presented to the 2019 special committee for informational purposes and begin preparing updated financial analyses for each of Eidos and BridgeBio to assist the Eidos special committee in its review of alternatives available to Eidos, as well as the valuation of any BridgeBio stock offered as consideration in a potential transaction.

On September 2, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Cravath reviewed the directors’ fiduciary duties and other legal matters in connection with the Eidos special committee’s evaluation of strategic alternatives, including any proposals that might be received from BridgeBio. Mr. Rohlen disclosed to the other members of the Eidos special committee that he owned approximately 17,500 shares of BridgeBio common stock, which he held for investment purposes. A discussion ensued regarding Mr. Rohlen’s ownership interest in BridgeBio, and the remaining members of the Eidos special committee confirmed that they did not have any ownership interest or other relationships with BridgeBio. Representatives of Centerview provided a summary of the financial analyses prepared by Centerview and presented to the 2019 special committee.

Later on September 2, 2020, at the direction of the Eidos special committee, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan to request updated due diligence materials, including any updates to the internal financial projections prepared by management of each of BridgeBio and Eidos that had been shared with the 2019 special committee. Goldman Sachs and J.P. Morgan subsequently confirmed, without providing any view on the perceived market opportunity for acoramidis, that there were no material updates to the internal financial projections for Eidos prepared by management of Eidos that had been shared with the 2019 special committee.

On September 3, 2020, after discussion regarding industry consultants with the appropriate expertise, the Eidos special committee again determined it was advisable to engage Guidehouse, as industry consultants, based on, among other things, Guidehouse’s qualifications, experience and reputation, Guidehouse personnel’s knowledge of Eidos and BridgeBio based on Navigant’s engagement by the 2019 special committee and the Eidos special committee’s determination, based on disclosures provided by Guidehouse with respect to any material relationships with either BridgeBio or its affiliate KKR (which included consulting assignments for BridgeBio conducted by Guidehouse personnel that did not participate in the assignment for the Eidos special committee and for which Guidehouse received consulting fees in the amount of approximately $250,000 to $350,000), that Guidehouse did not have any material conflicts. Pursuant to the engagement letter between Guidehouse and Eidos, Guidehouse received consulting fees of approximately $186,000. Eidos also agreed to reimburse Guidehouse for certain expenses and to indemnify Guidehouse against certain liabilities arising out of its engagement.

On September 4, 2020, representatives of Skadden delivered a draft confidentiality agreement to Cravath, in order to update the existing confidentiality agreement between Eidos and BridgeBio and facilitate the sharing of due diligence materials between BridgeBio and the Eidos special committee.

 

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On September 6, 2020, Mr. Rohlen discussed his ownership interest in BridgeBio, as well as certain of Mr. Rohlen’s personal and professional relationships with members of the BridgeBio board and their affiliates (including KKR), with Ms. Hooper and Mr. Lis.

On September 7, 2020, after consideration of Mr. Rohlen’s disclosures, the members of the Eidos special committee unanimously determined that it would be in the best interests of Eidos and its stockholders for Mr. Rohlen to resign from the Eidos special committee. Mr. Rohlen voluntarily resigned from the Eidos special committee, and the Eidos special committee accepted his resignation. Thereafter, the Eidos special committee consisted of Ms. Hooper and Mr. Lis.

On September 8, 2020, the members of the Eidos special committee, along with representatives of Centerview, Guidehouse and Cravath, participated in a management presentation with representatives of management of BridgeBio, Goldman Sachs and J.P. Morgan to review BridgeBio’s product pipeline and underlying assumptions.

After discussion with the Eidos special committee, on September 9, 2020, Cravath sent a markup of the confidentiality agreement to Skadden, and on September 10, 2020, Eidos and BridgeBio entered into an amended and restated confidentiality agreement.

Later on September 10, 2020, BridgeBio made available to the Eidos special committee and its advisors via an electronic data room BridgeBio management’s projections for BridgeBio (excluding Eidos) that had been updated to reflect recent developments and management’s current assumptions, which projections are referred to as the “BridgeBio management projections” (see the section entitled “—Certain Unaudited Prospective Financial Information”).

On September 13, 2020, the members of the Eidos special committee, along with representatives of Centerview, Guidehouse and Cravath, participated in a management presentation with management of Eidos (including representatives of BridgeBio who were also officers of Eidos) to review the status of the acoramidis clinical trials, including timing of a new drug application, and commercial strategies for the launch of acoramidis and the competitive landscape.

Also on September 13, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management and Skadden in attendance, during which, among other things, BridgeBio management provided an update on the status of management’s (i) evaluation of potential alternatives with respect to Eidos, including potentially making a proposal with respect to a strategic transaction involving Eidos, and (ii) responses to information requests received from the Eidos special committee during the September 8, 2020 management presentations.

On September 15, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview discussed with the Eidos special committee characteristics of precedent transactions between a controlled company and its majority stockholder, including the premiums paid. The Eidos special committee then discussed the outlook for Eidos on a standalone basis as a majority owned subsidiary of BridgeBio, including the preparation necessary for Eidos to have a successful domestic launch of acoramidis and the financial and commercial capabilities of BridgeBio and Eidos. The Eidos special committee also discussed with Centerview and Cravath the form and amount of consideration that BridgeBio may be willing to offer in any transaction. Representatives of Cravath and Centerview provided a history of the negotiations between the 2019 special committee and BridgeBio regarding the cash component of the September 22, 2019 proposal. The Eidos special committee then discussed the benefits and risks of cash consideration and stock consideration, as well as the relative trading performance of BridgeBio common stock and Eidos common stock during the past year and BridgeBio’s ability to finance any cash consideration.

On September 18, 2020, representatives of Centerview and Guidehouse participated in a financial due diligence discussion with representatives of Goldman Sachs and J.P. Morgan regarding BridgeBio management’s assumptions and outlook for both Eidos and BridgeBio.

 

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On September 22, 2020, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview to inquire regarding the status of the Eidos special committee’s evaluation of alternatives. Representatives of Centerview informed Goldman Sachs and J.P. Morgan that the Eidos special committee was still conducting its due diligence review of each of Eidos and BridgeBio and evaluating strategic alternatives available to Eidos, and that the Eidos special committee had not yet made a determination as to whether it would be interested in exploring a transaction with BridgeBio or other alternatives. Representatives of Goldman Sachs and J.P. Morgan informed representatives of Centerview that no decision had been made by the BridgeBio board as to whether to make a proposal for a transaction with Eidos, and that BridgeBio would not make such determination unless the Eidos special committee had completed its preliminary financial analysis of a potential transaction with BridgeBio and indicated that it would be receptive to a potential transaction with BridgeBio at an acceptable price. Representatives of Goldman Sachs and J.P. Morgan, while noting that BridgeBio did not have a specific proposal in mind and had not determined whether to make any proposal, inquired whether a premium of up to 30% over the trading price of Eidos common stock would be a basis on which the Eidos special committee would be willing to engage in discussions regarding a potential transaction. Representatives of Centerview noted that, given volatility in both companies’ stock price, the most important factor for the Eidos special committee would be the intrinsic value of the consideration offered rather than the premium implied by spot trading prices. Representatives of Goldman Sachs and J.P. Morgan replied that no determination had been made by BridgeBio as to the form or amount of the consideration in any proposal or whether to make any proposal.

On September 24, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview, Cravath and Guidehouse participating. Representatives of Guidehouse reviewed the assumptions underlying the BridgeBio management projections and assumptions regarding Eidos that had been discussed with Eidos management during due diligence calls, as well as Guidehouse’s recommended adjustments to such assumptions. The Eidos special committee discussed the assumptions made by management of BridgeBio and Eidos as well as Guidehouse’s recommended adjustments, and directed Centerview to make additional adjustments to the BridgeBio management projections.

On September 25, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed the BridgeBio management projections, including the impact of adjustments discussed at the meeting of the Eidos special committee on September 24, 2020. After discussion, the Eidos special committee requested that Centerview and Guidehouse conduct additional due diligence regarding certain assumptions and prepare further adjusted projections for each of Eidos and BridgeBio reflecting such assumptions for further discussion with the Eidos special committee.

On September 28, 2020, representatives of Centerview had a call with representatives of Goldman Sachs and J.P. Morgan to discuss the status of the Eidos special committee’s review. Representatives of Centerview informed Goldman Sachs and J.P. Morgan that the Eidos special committee’s review was ongoing, but that to facilitate the Eidos special committee’s review, it would be important for BridgeBio to confirm whether BridgeBio would be willing to sell its controlling stake in Eidos to a third party if an offer were received. Representatives of Goldman Sachs and J.P. Morgan informed Centerview that, following a discussion among the BridgeBio board, the BridgeBio board had unanimously determined that it had no interest in selling control of Eidos at that time.

On September 29, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview, Cravath and Guidehouse participating. Representatives of Guidehouse reviewed updated due diligence findings regarding the BridgeBio management projections and projections for Eidos and recommended changes to the assumptions underlying such projections. After discussion regarding certain assumptions, Guidehouse exited the meeting. Representatives of Centerview then reviewed adjusted financial projections for each of BridgeBio and Eidos reflecting adjustments to the assumptions in the BridgeBio management projections and the Eidos financial projections previously approved by the 2019 special committee (which were the most recent projections prepared by Eidos management for Eidos on a standalone basis) that were discussed with Guidehouse. The adjusted projections presented to the Eidos special committee for each of BridgeBio and Eidos were approved by the Eidos special committee, and are referred to herein as the “2020 adjusted financial

 

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projections” (see the section entitled “—Certain Unaudited Prospective Financial Information”). After discussion of the 2020 adjusted financial projections, the Eidos special committee instructed Centerview to utilize the 2020 adjusted financial projections for purposes of preliminary financial analysis of a transaction with BridgeBio or a sale of Eidos to a third party at a future committee meeting.

On September 30, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed with the Eidos special committee certain preliminary financial analyses with respect to Eidos and BridgeBio based on the 2020 adjusted financial projections. The Eidos special committee members then discussed with Centerview their views on the relative valuation of BridgeBio and Eidos, as well as the value that Eidos could potentially attract in a sale to a third party. Representatives of Centerview informed the Eidos special committee that BridgeBio’s financial advisors had confirmed that the BridgeBio board was unanimously against a sale of its controlling stake in Eidos to a third party at that time. The Eidos special committee then determined that it would not be advisable to pursue any outreach to potential third party buyers because, in light of BridgeBio’s position, Centerview’s prior outreach to potential counterparties on behalf of the 2019 special committee, the fact that no third parties had submitted an offer to acquire Eidos after the August 2019 proposal had been publicly announced or after negotiations with BridgeBio had terminated in October 2019, and the fact that Eidos’ ongoing business development efforts had not resulted in any proposals that were acceptable to the Eidos board, it was unlikely that any potentially interested counterparty would pursue an acquisition of Eidos at this time. Representatives of Centerview then described the September 22 discussion with BridgeBio’s financial advisors, and noted that, based on the relative trading prices of BridgeBio common stock and Eidos common stock earlier in September, a premium of 30% over the trading price of Eidos common stock would have implied an exchange ratio of approximately 1.82 to 1.85 shares of BridgeBio common stock per share of Eidos common stock. A discussion ensued among the Eidos special committee and representatives of Centerview and Cravath regarding a potential transaction with BridgeBio.

On October 1, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview and Cravath participating. Representatives of Centerview provided an overview of preliminary financial analyses, including the indicative offer value of a potential all-stock transaction with BridgeBio at various exchange ratios based on then-current trading prices, and representatives of Cravath provided an overview of legal due diligence findings. The Eidos special committee discussed the relative valuations of Eidos and BridgeBio and the risks of Eidos remaining an independent company and a majority-owned subsidiary of BridgeBio. After discussion, the Eidos special committee determined that it would be willing to consider a proposal from BridgeBio for an acquisition of the Eidos common stock not already owned by BridgeBio at a substantially higher value to the then-current trading price of Eidos common stock. The Eidos special committee then instructed Centerview to convey to BridgeBio’s financial advisors that the Eidos special committee was prepared to evaluate an offer from BridgeBio.

Later on October 1, 2020, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed that the Eidos special committee had completed an analysis of the relative values of BridgeBio and Eidos and would be prepared to evaluate an offer from BridgeBio.

Also on October 1, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance. At the meeting, the BridgeBio board discussed various topics, including, among others, the status of BridgeBio management’s evaluation of whether to make a proposal involving a potential transaction with Eidos. Representatives of BridgeBio management informed the BridgeBio board that they had not come to a conclusion regarding whether to recommend making a potential proposal to the Eidos special committee with respect to a potential transaction with Eidos. Representatives of Goldman Sachs and J.P. Morgan then reviewed with the BridgeBio board financial matters relating to a potential transaction involving Eidos. Representatives of Skadden then summarized key terms anticipated to be included in a merger agreement in the event the BridgeBio board determined to submit a non-binding proposal to the Eidos special committee. At the conclusion of the meeting, the BridgeBio board determined to form a transaction committee of the BridgeBio board, consisting of Eric Aguiar, Dr. Kumar,

 

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James Momtazee, Ali Satvat and Brent Saunders (the “BridgeBio transaction committee”), to (i) assist the BridgeBio board in its review and evaluation of a potential transaction with Eidos, (ii) oversee the negotiations of any proposals that may be made in respect of the potential transaction with Eidos and any definitive documentation related thereto, subject to approval of the final terms of any transaction by the BridgeBio board, and (iii) provide direction and guidance to BridgeBio management on the evaluation of a potential transaction with Eidos and the submission of any proposals.

On October 2, 2020, the BridgeBio transaction committee held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, in order to, among other things, review the terms of (i) a potential proposal to the Eidos special committee to acquire the outstanding shares of Eidos common stock that it did not already own and (ii) a draft merger agreement prepared by Skadden. At the conclusion of the meeting, the BridgeBio transaction committee authorized BridgeBio management, with the assistance of BridgeBio’s legal and financial advisors, to present a non-binding proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries for consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, (A) 1.55 shares of BridgeBio common stock or (B) $61.38 in cash (which represented equivalent value to the all-stock consideration based on the closing trading price of BridgeBio common stock of $39.60 per share on October 2, 2020), subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $150 million in the aggregate (the “October 2 proposal”). The closing trading price of Eidos common stock on October 2, 2020 was $51.92. The proposal authorized by the BridgeBio transaction committee would be subject to (i) approval by the Eidos special committee, (ii) a non-waivable condition requiring approval by the holders of a majority of the aggregate voting power represented by shares of Eidos common stock that are not owned by BridgeBio and its affiliates and (iii) a non-waivable condition requiring the affirmative vote of holders of at least two-thirds of the outstanding voting stock of Eidos that is not owned by BridgeBio and its affiliates or associates (as defined in Section 203 of the DGCL). BridgeBio also stated in the October 2 proposal that BridgeBio, in its capacity as a stockholder of Eidos, had no interest in selling control of Eidos or participating in any auction process, and that the October 2 proposal should not be construed as indicating an interest in participating in any alternative change of control transaction involving Eidos. Later that evening, representatives of Goldman Sachs and J.P. Morgan submitted a letter to Centerview describing the terms of the non-binding proposal that were authorized by the BridgeBio transaction committee.

Concurrently with the delivery of the October 2 proposal, representatives of Skadden delivered to Cravath a draft merger agreement reflecting the October 2 proposal. The draft merger agreement was similar to the draft merger agreement under negotiation between the 2019 special committee and BridgeBio and contemplated, among other things, a closing condition requiring approval by BridgeBio stockholders of the issuance of BridgeBio common stock in the transaction, a mutual “force the vote” provision and a termination fee payable by either party under certain circumstances in an amount equal to 4% of the total equity value of the transaction (excluding Eidos common stock owned by BridgeBio).

Later on October 2, 2020, the Eidos special committee held a videoconference meeting to evaluate the October 2 proposal, with representatives of Centerview and Cravath participating. After discussion, the Eidos special committee determined that the October 2 proposal undervalued Eidos and was inadequate and that it was in the best interests of Eidos and the minority stockholders of Eidos to reject the October 2 proposal. The Eidos special committee also discussed the draft merger agreement, and determined that, as a condition to recommending any transaction requiring approval of BridgeBio stockholders, the Eidos special committee would require that the directors of BridgeBio and their affiliates, including KKR’s affiliates that own BridgeBio common stock, enter into voting agreements agreeing to vote all of their respective BridgeBio common stock in favor of the transaction. The Eidos special committee instructed Centerview to inform BridgeBio’s financial advisors that the October 2 proposal was inadequate and that as a condition to the Eidos special committee recommending any transaction requiring the approval of BridgeBio stockholders, voting agreements from the directors of BridgeBio and their affiliates, including KKR’s affiliates that own BridgeBio common stock, would be required.

 

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Also on October 2, 2020, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and informed them that the Eidos special committee had determined that the October 2 proposal was inadequate and that the Eidos special committee had rejected the proposal and was unwilling to make a counterproposal at that time. Representatives of Centerview also conveyed that as a condition to the Eidos special committee recommending any transaction requiring the approval of BridgeBio stockholders, voting agreements from the directors of BridgeBio and their affiliates, including KKR’s affiliates that own BridgeBio common stock, would be required.

Later on October 2, 2020, after receiving feedback from the Eidos special committee and its advisors that the price offered by BridgeBio was not acceptable and that the Eidos special committee was unwilling to make a counterproposal, the BridgeBio transaction committee met, with representatives of BridgeBio management, Goldman Sachs and J.P. Morgan in attendance, and authorized BridgeBio management, with the assistance of BridgeBio’s legal and financial advisors, to submit a revised non-binding proposal to the Eidos special committee, offering to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries for consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, 1.69 shares of BridgeBio common stock or an equivalent amount of cash, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $150 million in the aggregate.

On October 3, 2020, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed the revised proposal from BridgeBio. Representatives of Goldman Sachs and J.P. Morgan also conveyed that the directors of BridgeBio and their affiliates, including KKR’s affiliates that own BridgeBio common stock, would be willing to enter into voting agreements agreeing to vote all of their respective BridgeBio common stock in favor of the transaction.

Later on October 3, 2020, the Eidos special committee held a telephonic meeting to discuss the revised proposal, with representatives of Centerview and Cravath participating. The Eidos special committee determined that the revised proposal still undervalued Eidos and was inadequate and that it was in the best interests of Eidos and the minority stockholders of Eidos to reject the revised proposal. Cravath then provided an overview of the draft merger agreement received from Skadden. After discussion, the Eidos special committee determined that it was advisable not to provide a markup of the draft merger agreement with BridgeBio unless an improved offer was received. The Eidos special committee instructed Centerview to inform BridgeBio’s financial advisors that the revised proposal was still inadequate.

After that meeting, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and informed them that the Eidos special committee had determined that (i) the revised proposal was still inadequate and had rejected the offer, (ii) based on the revised proposal, the parties were still far apart on the relative valuations of Eidos and BridgeBio, and (iii) BridgeBio would need to substantially increase its offer in order for the Eidos special committee to recommend approval of a transaction between BridgeBio and Eidos.

On October 3, 2020, the BridgeBio transaction committee held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, to discuss, among other things, feedback received from Centerview on behalf of the Eidos special committee with respect to BridgeBio’s latest proposal to acquire the outstanding shares of Eidos common stock that it did not already own. Representatives of Centerview had conveyed to representatives of Goldman Sachs and J.P. Morgan, among other things, that the exchange ratio offered by BridgeBio with respect to the stock consideration was not acceptable and that the Eidos special committee was not prepared to make a counterproposal unless BridgeBio materially increased the exchange ratio. Representatives of Skadden reviewed the BridgeBio directors’ fiduciary duties with the BridgeBio transaction committee. Representatives of Goldman Sachs and J.P. Morgan then joined the meeting and provided an overview of financial matters with respect to the potential transaction and discussed BridgeBio’s continuing negotiations with the Eidos special committee. At the conclusion of the meeting, the BridgeBio transaction committee unanimously authorized representatives of BridgeBio management to make a revised non-binding proposal to the Eidos special committee, offering to acquire all of the outstanding shares of

 

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Eidos common stock that were not owned by BridgeBio and its subsidiaries for consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, 1.77 shares of BridgeBio common stock or an equivalent amount of cash, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $150 million in the aggregate.

Also on October 3, 2020, the Eidos special committee held a videoconference meeting to discuss the status of negotiations with BridgeBio, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed with the Eidos special committee certain preliminary financial analyses with respect to Eidos, BridgeBio and a potential transaction. During that meeting, representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed the updated revised proposal from BridgeBio.

Representatives of Centerview then informed the Eidos special committee of the updated revised proposal, and a discussion ensued. The Eidos special committee determined that the updated revised proposal still undervalued Eidos and that BridgeBio would need to offer a higher exchange ratio and increased cash consideration in order for the Eidos special committee to recommend a transaction. The Eidos special committee determined that the updated revised proposal was inadequate and that it was in the best interests of Eidos and the minority stockholders of Eidos to reject the updated revised proposal. The Eidos special committee instructed Centerview to inform BridgeBio’s financial advisors that the updated revised proposal was still inadequate, and instructed Centerview to communicate a counterproposal of at least 1.88 shares of BridgeBio common stock or an equivalent amount of cash for each share of Eidos common stock not already owned by BridgeBio and its subsidiaries (the “October 3 counterproposal”). Representatives of Centerview then conveyed the October 3 counterproposal to representatives of Goldman Sachs and J.P. Morgan.

Later on October 3, 2020, the BridgeBio transaction committee held a second videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, to discuss further feedback from the Eidos special committee with respect to the updated revised proposal made by BridgeBio earlier that day. Representatives of Goldman Sachs and J.P. Morgan summarized their discussions with representatives of Centerview. Earlier that day, representatives of Centerview had conveyed to representatives of Goldman Sachs and J.P. Morgan that the consideration offered in BridgeBio’s latest proposal was still not acceptable to the Eidos special committee, and, at the direction of the Eidos special committee, Centerview had relayed the October 3 counterproposal. Representatives of Goldman Sachs and J.P. Morgan then provided an overview of financial matters with respect to the potential transaction. At the conclusion of the meeting, the BridgeBio transaction committee unanimously authorized members of BridgeBio management to submit, as BridgeBio’s “best and final” proposal, a revised proposal to acquire all of the outstanding shares of Eidos common stock that were not owned by BridgeBio and its subsidiaries for consideration per share of Eidos common stock equal to, at the election of the minority stockholders of Eidos, (i) 1.85 shares of BridgeBio common stock or (ii) $73.26 in cash, subject to proration as necessary to ensure that the aggregate amount of cash consideration would be no greater than $175 million in the aggregate. Representatives of Goldman Sachs and J.P. Morgan contacted representatives of Centerview and conveyed the latest revised proposal. The latest revised proposal implied a total Eidos equity value on a fully-diluted basis of $2.9 billion (representing $1.1 billion of value to the minority stockholders of Eidos).

Later on October 3, 2020, the Eidos special committee held a videoconference meeting to discuss the latest revised proposal from BridgeBio, with representatives of Centerview and Cravath participating. Representatives of Centerview reviewed preliminary financial analyses with respect to the latest revised proposal. After discussion, the Eidos special committee determined that the latest revised proposal represented the highest proposal that BridgeBio was likely to offer and that, subject to negotiation of definitive transaction documents with acceptable terms and receipt of a fairness opinion from Centerview, it would be fair to and in the best interests of Eidos and the minority stockholders of Eidos for the Eidos special committee to recommend a transaction to the full Eidos board based on the latest revised proposal.

Later on October 3, 2020, at the direction of the Eidos special committee, representatives of Centerview contacted representatives of Goldman Sachs and J.P. Morgan and conveyed that the Eidos special committee was

 

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prepared to recommend acceptance of the latest revised proposal, subject to negotiation of definitive transaction documents with acceptable terms.

Also on October 3, 2020, at the direction of the Eidos special committee, Cravath delivered a revised merger agreement to Skadden which contemplated, among other things, that the termination fee payable by Eidos to BridgeBio under certain circumstances would be an amount equal to 3.5% of the total equity value of the transaction (excluding Eidos common stock owned by BridgeBio) and that the termination fee payable by BridgeBio to Eidos under certain circumstances would be an amount equal to 3.5% of the equity value of BridgeBio. Cravath also delivered a draft form of voting agreement to Skadden.

On October 3 and 4, 2020, Cravath and Skadden exchanged multiple drafts of the merger agreement and voting agreements and engaged in discussions on various issues related to such agreements, including the size of the termination fee that may be payable by Eidos or BridgeBio under certain circumstances. After further discussion between Cravath and Skadden, BridgeBio and the Eidos special committee agreed that the termination fee payable by Eidos to BridgeBio under certain circumstances would be an amount equal to $35 million and that the termination fee payable by BridgeBio to Eidos under certain circumstances would be an amount equal to $100 million. Skadden and Cravath also exchanged drafts of the disclosure schedules for the merger agreement and engaged in discussions on various issues related to such schedules.

Also on October 4, 2020, the Eidos special committee held a videoconference meeting with representatives of Centerview and Cravath participating. Representatives of Cravath provided updates on the status of the merger agreement and other transaction documents. The Eidos special committee instructed Cravath to continue working with Skadden to finalize the merger agreement and other transaction documents. The Eidos special committee determined that it was advisable to have an Eidos special committee meeting later in the day to review the proposed final merger agreement and other transaction documents.

On October 4, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance. During this meeting, among other things, the BridgeBio board discussed the proposed transaction, pursuant to which BridgeBio would acquire all of the outstanding shares of Eidos common stock that it did not already own for consideration consisting of, at the election of each Eidos stockholder, either (i) 1.85 shares of BridgeBio common stock per share of Eidos common stock or (ii) $73.26 per share of Eidos common stock in cash, up to a maximum of $175 million in cash in the aggregate. Representatives of Goldman Sachs and J.P. Morgan reviewed financial matters related to the proposed exchange ratio, as well as the expected market reaction and benefits and considerations relating to the mergers. Representatives of Skadden then reviewed directors’ fiduciary duties under applicable law and the terms of the draft merger agreement and the draft voting agreements to be entered into in connection with the mergers. Following discussion, the BridgeBio board unanimously (i) determined that it was fair to and in the best interests of BridgeBio and its stockholders to enter into the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the BridgeBio share issuance proposal, advisable, (ii) approved the execution, delivery and performance of the merger agreement by BridgeBio and the consummation of the BridgeBio share issuance proposal and the other transactions contemplated by the merger agreement, (iii) resolved to recommend the approval of the BridgeBio share issuance proposal by the stockholders of BridgeBio and (iv) directed that the BridgeBio share issuance proposal be submitted to the stockholders of BridgeBio entitled to vote for its approval.

Later on October 4, 2020, the Eidos special committee held a telephonic meeting to discuss the terms of the proposed transaction, with representatives of Centerview and Cravath participating. Representatives of Cravath reviewed the directors’ fiduciary duties in connection with the proposed transaction. Representatives of Centerview then reviewed and discussed with the Eidos special committee Centerview’s financial analysis of the merger consideration, and rendered to the Eidos special committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the merger consideration to be paid to the holders of shares of Eidos

 

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common stock (other than as specified in such opinion) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the caption “Opinion of the Eidos Special Committee’s Financial Advisor.” Representatives of Cravath then reviewed with the Eidos special committee the terms of the proposed merger agreement and voting agreements.

After discussion, the Eidos special committee unanimously determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, declared the merger agreement, the transactions contemplated thereby and the voting agreements advisable and recommended that the Eidos board (i) declare the merger agreement and the transactions contemplated by the merger agreement advisable, (ii) adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement and (iii) recommend the adoption of the merger agreement and the approval of the mergers and the other transactions contemplated by the merger agreement by the holders of Eidos common stock.

Also on October 4, 2020, following the meeting of the Eidos special committee, a meeting of the Eidos board was convened. The attendee directors were Ms. Hooper, Mr. Lis, Mr. Rohlen, Mr. Satvat and Dr. Sinha. Dr. Kumar did not attend the meeting. Representatives of Cravath, Centerview and Goodwin Procter LLP (“Goodwin”), counsel to Eidos, attended as well. Mr. Satvat, Dr. Sinha and the representatives of Goodwin joined the meeting but then recused themselves from the deliberations regarding the proposed transaction with BridgeBio due to their positions and relationships with BridgeBio. Representatives of Cravath, in their capacity as legal advisors to the Eidos special committee, reviewed the directors’ fiduciary duties in connection with the proposed transaction. Representatives of Cravath and Centerview and the members of the Eidos special committee then provided a report of the Eidos special committee’s evaluation of the proposed transaction, including the various proposals made by BridgeBio prior to the latest revised proposal. Representatives of Cravath then provided the Eidos special committee’s recommendation with respect to the merger agreement and the proposed transaction, as well as an overview of the terms of the proposed merger agreement and voting agreements. A discussion then followed among the assembled Eidos board members with regard to the terms of the merger agreement and the voting agreements and the proposed transaction.

After discussion, the Eidos board (with Mr. Satvat and Dr. Sinha abstaining from such vote), acting upon the recommendation of the Eidos special committee, (i) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (ii) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable, (iii) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement, (iv) resolved to recommend adoption of the merger agreement and approval of the mergers and the other transactions contemplated thereby by the holders of Eidos common stock and (v) directed that the merger agreement be submitted to the holders of Eidos common stock entitled to vote for its adoption.

Following the meeting of the Eidos board, on October 5, 2020, Eidos and BridgeBio executed the merger agreement, and Eidos and certain stockholders of BridgeBio, including the BridgeBio directors and an affiliate of KKR, executed the voting agreements.

On the morning of October 5, 2020, Eidos and BridgeBio issued a joint press release announcing the execution of the merger agreement.

On November 15, 2020, a representative of Company C’s financial advisor contacted Mr. Momtazee and informed Mr. Momtazee that Company C was interested in exploring a possible acquisition of all of the outstanding equity interests of Eidos at a significant premium to the consideration under the merger agreement if BridgeBio were willing to sell its majority stake in Eidos.

 

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Subsequently, Dr. Kumar and certain other directors of BridgeBio contacted representatives of Company C to inform them that BridgeBio was not interested in selling its stake in Eidos.

On November 23, 2020, a representative of outside legal counsel to Company C contacted a representative of Cravath and informed the representative of Cravath that Company C had made inquiries to BridgeBio regarding a potential acquisition of Eidos and intended to submit a proposal to the Eidos special committee. Later on November 23, 2020, Company C delivered a letter to Dr. Kumar, in his capacity as Chief Executive Officer of each of BridgeBio and Eidos, the BridgeBio board and the Eidos special committee (the “November 23 Company C letter”) in which it indicated, on a non-binding basis, interest in acquiring all of the outstanding shares of Eidos common stock in an all-cash transaction for consideration of $120.00 for each share of Eidos common stock if BridgeBio were willing to sell its majority stake in Eidos. The November 23 Company C letter also indicated that, if BridgeBio were not willing to sell its majority stake in Eidos, Company C would be willing to explore an acquisition of the shares of Eidos common stock held by Eidos stockholders other than BridgeBio and its subsidiaries at a significant premium to the consideration under the merger agreement. The November 23 Company C letter further indicated that Company C would be willing to provide its comments to the merger agreement, which it stated would include only matters necessary to reflect structural differences in the proposed transaction, the change in the form of consideration, inclusion of necessary regulatory filings as a condition to closing and a change in the termination fee, which on a percentage-of-equity basis, is the same as the termination fee payable under the merger agreement, and that Company C would require only limited confirmatory due diligence prior to entering into a definitive merger agreement, which Company C expected it could complete within two weeks following engagement with Eidos and BridgeBio.

Later on November 23, 2020, the Eidos special committee held a telephonic meeting to discuss the November 23 Company C letter, with representatives of Centerview and Cravath participating. Representatives of Centerview and Cravath provided an overview of the November 23 Company C letter. After discussion, the Eidos special committee agreed that the proposal discussed in the November 23 Company C letter, if consummated, would be more favorable from a financial point of view to the holders of shares of Eidos common stock (other than BridgeBio and its subsidiaries) than the merger agreement, and resolved to reconvene a meeting for the following day for the purpose of evaluating a response to Company C.

Also on November 23, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, to discuss the November 23 Company C letter. At this meeting, the BridgeBio board unanimously reaffirmed that BridgeBio, in its capacity as majority stockholder of Eidos, was not interested in participating in, or supporting, a sale of its stake in Eidos, and therefore, the BridgeBio board believed that Company C’s proposal to acquire 100% of Eidos was incapable of being consummated and could not be deemed a Company Superior Proposal (as defined in the merger agreement) under the merger agreement. The BridgeBio board instructed BridgeBio management to communicate that position to the Eidos special committee.

Later on November 23, 2020, at the direction of the BridgeBio board, Dr. Kumar, in his capacity as Chief Executive Officer of BridgeBio, contacted each member of the Eidos special committee and a representative of Centerview to inform each of them that BridgeBio had received the November 23 Company C letter and that BridgeBio was not interested in selling its majority stake in Eidos. Later that day, BridgeBio delivered a letter to the Eidos special committee informing the Eidos special committee that, following review of the November 23 Company C letter, the BridgeBio board had unanimously reaffirmed that BridgeBio, in its capacity as majority stockholder of Eidos, had no interest in participating in, or supporting, any sale of its stake in Eidos, and therefore the proposal set forth in the November 23 Company C letter was incapable of being consummated and could not be deemed to be a Company Superior Proposal.

On November 24, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Cravath provided an overview of the directors’ fiduciary duties and other legal matters in connection with the Eidos special committee’s evaluation of the proposal set forth in the November 23 Company C letter, including Eidos and the Eidos special committee’s

 

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rights and obligations under the merger agreement. A discussion then ensued regarding the November 23 Company C letter, including the fact that BridgeBio had previously indicated to the 2019 special committee that it would be open to considering an offer to acquire Eidos at a sufficiently high price and the Eidos special committee’s assessment of the likelihood that Company C may be willing to increase its offer to a price that would offer sufficient value for BridgeBio to consider the proposal. After discussion, the Eidos special committee determined that the November 23 Company C letter could reasonably be expected to result in a Company Superior Proposal and that failure to participate in discussions or negotiations with Company C regarding the terms of the November 23 Company C letter would be inconsistent with the directors’ fiduciary duties under applicable law. The Eidos special committee also authorized representatives of Cravath to communicate to outside legal counsel to Company C that the Eidos special committee was interested in engaging in further discussions with Company C, but that the Eidos special committee requested an indication from Company C as to whether Company C would be willing to increase its offer to acquire all of the outstanding shares of Eidos common stock, as well as what due diligence information Company C would need access to in order for Company C to do so, and the terms on which Company C would be willing to acquire the shares of Eidos common stock held by Eidos stockholders other than BridgeBio and its subsidiaries.

Later on November 24, 2020, a representative of Centerview contacted Dr. Kumar to convey the Eidos special committee’s determination and to encourage BridgeBio to engage in further discussions with Company C. The Eidos special committee subsequently delivered a letter to BridgeBio informing BridgeBio of the Eidos special committee’s determination.

On November 25, 2020, representatives of Cravath contacted representatives of outside legal counsel to Company C and conveyed that the Eidos special committee was interested in engaging in further discussions with Company C regarding the November 23 Company C letter, but that the BridgeBio board had determined that BridgeBio was not interested in a sale of its majority stake in Eidos to Company C based on the November 23 Company C letter. Representatives of Cravath conveyed the Eidos special committee’s requests for an indication as to whether Company C would be willing to increase its offer to acquire all of the outstanding shares of Eidos common stock, as well as what due diligence information Company C would need access to in order for Company C to do so, and the terms on which Company C would be willing to acquire the shares of Eidos common stock held by Eidos stockholders other than BridgeBio and its subsidiaries. Representatives of outside legal counsel to Company C conveyed that Company C would provide a limited confirmatory due diligence request list as well as an indication of the terms on which Company C would be willing to acquire the shares of Eidos common stock held by Eidos stockholders other than BridgeBio and its subsidiaries.

On November 27, 2020, representatives of outside legal counsel to Company C contacted representatives of Cravath and conveyed that the price per share offered in any transaction to acquire the shares of Eidos common stock held by Eidos stockholders other than BridgeBio and its subsidiaries would be at a substantial premium to the then-current trading price of Eidos common stock, but that prior to proposing a price, Company C would provide the Eidos special committee with a summary of the governance and other rights that Company C would require as a minority stockholder of Eidos in order to be willing to pursue such a transaction.

Later on November 27, 2020, representatives of outside legal counsel to Company C delivered to Cravath a summary of the governance and other rights that would be required by Company C, (the “Company C governance rights”) which included (i) the right to appoint two directors to the Eidos board, along with a requirement that two additional directors jointly selected by Company C and BridgeBio be appointed to the Eidos board, (ii) anti-dilution rights, (iii) information rights in the event that Eidos is no longer a public company, (iv) a requirement that any third party transaction involving the potential sale, transfer or license of, or a potential collaboration agreement with respect to, acoramidis technology or intellectual property be approved by a special committee of independent directors of the Eidos board and that Company C have the right to participate in the process with respect to any such transaction , (v) a requirement that any transaction proposed by BridgeBio, including a buy-out of Company C and other remaining minority stockholders or a transfer of material assets of Eidos (including acoramidis technology or intellectual property) to BridgeBio or its affiliates, be approved by a special committee of independent directors of the Eidos board and by the vote of a majority of the minority

 

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stockholders of Eidos and (vi) a requirement that any capital allocations in excess of $500 million individually or, in respect of related matters, in the aggregate be unanimously approved by the Eidos board.

On November 28, 2020, representatives of outside legal counsel to Company C delivered to Cravath a confirmatory due diligence request list indicating the information that Company C would require to be made available in order for Company C to finalize its offer.

Later on November 28, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Cravath provided an overview of the Company C governance rights, including the fact that such rights could only be granted with the approval of the Eidos board and BridgeBio. After discussion, the Eidos special committee determined that, prior to engaging in discussions with BridgeBio regarding the potential for an acquisition by Company C of a minority stake in Eidos, the Eidos special committee would request that Company C communicate to the Eidos special committee the price at which Company C would be willing to enter into such a transaction. The Eidos special committee also authorized Cravath to share a draft confidentiality agreement with Company C.

After the meeting, representatives of Cravath contacted representatives of outside legal counsel to Company C to convey the Eidos special committee’s request and also shared a draft confidentiality agreement between Company C and Eidos.

On November 29, 2020, at the direction of the BridgeBio board, Dr. Kumar, in his capacity as Chief Executive Officer of BridgeBio, contacted the Eidos special committee and requested that the Eidos special committee consent to BridgeBio engaging in further discussions with Company C to better understand Company C’s plans with respect to its proposal.

On November 30, 2020, Company C provided a letter to Eidos (the “November 30 Company C letter”), indicating possible alternative paths and noting that Company C remained interested, on a non-binding basis, in (i) acquiring all of the outstanding shares of Eidos common stock for more than the $120 per share of Eidos common stock indicated in the November 23 Company C letter, contingent upon Company C’s ability to engage in discussions with BridgeBio directly to explore its willingness to entertain a transaction at a higher valuation, (ii) acquiring the shares of Eidos common stock held by stockholders other than BridgeBio and its subsidiaries for $110 per share in cash (which proposal was contingent upon Company C receiving the Company C governance rights) and (iii) a potential commercial collaboration between Eidos and Company C, without indicating terms for such a collaboration.

On November 30, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. Representatives of Cravath provided an overview of the November 30 Company C letter. After further discussion, the Eidos special committee determined that it was in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) to permit BridgeBio and Company C to have direct discussions regarding a potential transaction involving Eidos. Later on November 30, 2020, the Eidos special committee delivered letters to each of BridgeBio and Company C informing each party of the Eidos special committee’s permission.

On December 1, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, to discuss, among other things, the November 30 Company C letter. At this meeting, the BridgeBio board unanimously reaffirmed that BridgeBio, in its capacity as majority stockholder of Eidos, was not interested in participating in, or supporting, a sale of its stake in Eidos. The BridgeBio board instructed BridgeBio management to communicate that position to Company C.

On December 2, 2020, at the request of a representative of Company C (the “Company C representative”), Dr. Kumar, in his capacity as Chief Executive Officer of BridgeBio, had a telephonic discussion with the Company C representative regarding the November 30 Company C letter. During such discussion, the Company

 

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C representative asked Dr. Kumar to identify a price at which BridgeBio would support the acquisition of all of Eidos by Company C. At the direction of the BridgeBio board, Dr. Kumar informed the Company C representative that from BridgeBio’s perspective, Eidos was strategic to BridgeBio and BridgeBio would not sell its interest in Eidos. The Company C representative did not raise whether Company C was interested in acquiring a minority position in Eidos. The Company C representative also asked Dr. Kumar whether BridgeBio would be willing to consider a commercial collaboration involving Eidos and Company C. Dr. Kumar informed the Company C representative that he was not in a position, on behalf of BridgeBio, to discuss a potential collaboration and noted that any potential collaboration proposal would require Eidos’ involvement. The Company C representative and Dr. Kumar discussed the possibility of scheduling a follow-up discussion with respect to Company C’s potential collaboration proposal to provide Company C an opportunity to explain its perspective on the structure of any such collaboration and to explain why Company C believed it was qualified as a collaboration partner in the precision cardiovascular field.

On December 3, 2020, representatives of Skadden informed representatives of Cravath of the December 2, 2020 telephone conversation between Company C and Dr. Kumar.

On December 4, 2020, BridgeBio delivered a letter to the Eidos special committee regarding the December 2, 2020 discussion between Dr. Kumar and representatives of Company C, advising the Eidos special committee that if the Eidos special committee wanted BridgeBio to have a further discussion with Company C, BridgeBio was willing to have such a further discussion, contingent upon a representative of the Eidos special committee (or its financial advisor) participating in such discussion.

On December 5, 2020, the Eidos special committee held a telephonic meeting to discuss the December 4 letter from BridgeBio, with representatives of Centerview and Cravath participating. After discussion, the Eidos special committee determined that, in order to obtain the most favorable transaction available for Eidos and its stockholders (other than BridgeBio and its subsidiaries), it was advisable to encourage BridgeBio and Company C to engage in further in discussions regarding a potential transaction between Company C and Eidos and for the members of the Eidos special committee to participate in such discussions.

On December 9, 2020, representatives of BridgeBio, the members of the Eidos special committee and representatives of Company C held a videoconference meeting for the purpose of discussing a potential collaboration. At such meeting, Company C made a presentation on its capabilities and proposed a collaboration including an upfront payment of $2.2 to $2.4 billion in exchange for Company C leading commercialization for acoramidis in the U.S. and obtaining an exclusive worldwide commercialization license for acoramidis in the rest of the world. The collaboration proposal also contemplated, among other things, (i) that Company C would book all revenue from acoramidis, (ii) a 50/50 profit share in the U.S. and (iii) establishing a joint steering committee overseen by a joint executive committee, with Company C having the casting vote.

Later on December 9, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. After discussion, the Eidos special committee instructed representatives of Cravath to request confirmation from BridgeBio as to whether BridgeBio would be willing to (i) grant Company C the Company C governance rights in order to allow Eidos stockholders (other than BridgeBio and its subsidiaries) to obtain $110 per share of Eidos common stock in cash from Company C, (ii) sell the shares of Eidos common stock held by BridgeBio and its subsidiaries in order to allow all Eidos stockholders to obtain more than $120 per share of Eidos common stock in cash from Company C or (iii) increase the consideration payable to Eidos stockholders (other than BridgeBio and its subsidiaries) under the merger agreement in light of the proposals made by Company C.

Later on December 9, 2020, the BridgeBio board held a videoconference meeting, with representatives of BridgeBio management, Goldman Sachs, J.P. Morgan and Skadden in attendance, during which, among other things, Dr. Kumar updated the BridgeBio board on the discussions that BridgeBio and Eidos had with Company C. During such meeting, the BridgeBio Board discussed Company C’s lack of presence in cardiovascular and rare genetic diseases, and noted that Company C had not provided satisfactory answers during

 

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the December 9 meeting regarding its plans with respect to development, life cycle management, commercial rebating, commercial network design and pharmacy benefit issues for Medicare in connection with Company C’s proposed collaboration. The BridgeBio board unanimously determined that the terms of the Company C collaboration proposal were not attractive and Company C was not a suitable collaboration partner for acoramidis. The BridgeBio board also unanimously reaffirmed its position that (i) it was not interested in selling its stake in Eidos, (ii) it was not willing, as a majority stockholder of Eidos, to support a grant of special governance and other rights beyond the existing rights of other Eidos stockholders in connection with Company’s C’s proposal to acquire the shares of Eidos common stock held by stockholders other than BridgeBio and its subsidiaries and (iii) it did not intend to increase the consideration to the Eidos stockholders (other than BridgeBio and its subsidiaries) under the merger agreement. Following the BridgeBio board meeting, at the direction of the BridgeBio board, representatives of Skadden communicated BridgeBio’s positions on these points to representatives of Cravath.

Recommendations of the Eidos Special Committee and the Eidos Board of Directors; Reasons for Eidos to Enter into the Merger Agreement

On August 24, 2020, the Eidos board adopted resolutions establishing the Eidos special committee. The Eidos special committee initially consisted of Suzanne Hooper, William Lis and Douglas Rohlen; Mr. Rohlen resigned from the Eidos special committee on September 7, 2020. The Eidos board determined that each of Mr. Lis and Ms. Hooper is independent of BridgeBio. Pursuant to the resolutions of the Eidos board, the Eidos special committee was authorized to, among other things, (1) consider and evaluate any proposal that might be received by Eidos in connection with a possible transaction and any alternatives to any such transaction, including Eidos continuing to operate as an independent company, (2) participate in and direct the negotiation of the terms and conditions of any transaction, (3) terminate any negotiations, discussions or consideration of, or reject on behalf of Eidos, any transaction or other alternative and (4) engage independent legal, financial and other advisors and consultants on terms satisfactory to the Eidos special committee. The Eidos board further resolved not to approve or implement any strategic transaction or other alternative or submit any such transaction for the approval of Eidos stockholders without the prior favorable recommendation of the Eidos special committee.

Eidos Special Committee

At a meeting held on October 4, 2020, the Eidos special committee unanimously determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, declared the merger agreement, the transactions contemplated thereby and the voting agreements advisable and recommended that the Eidos board (1) declare the merger agreement and the transactions contemplated by the merger agreement advisable, (2) adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement and (3) recommend the adoption of the merger agreement and the approval of the mergers and the other transactions contemplated by the merger agreement by the holders of shares of Eidos common stock.

In arriving at this determination and recommendation, the Eidos special committee reviewed and discussed a significant amount of information (including information from Eidos’ management and BridgeBio’s management) and consulted with its independent legal and financial advisors. The following are some of the significant factors that supported its determination and recommendation (these factors are presented below in no particular order and were neither ranked nor weighted in any particular manner by the Eidos special committee):

 

   

the merger consideration to be received for each share of Eidos common stock not owned by BridgeBio and its subsidiaries of, at the election of the holder, (1) 1.85 shares of BridgeBio common stock, valued at $73.26 per share of Eidos common stock based on closing trading price per share of BridgeBio common stock on October 2, 2020, the last trading day before the public announcement of the merger agreement, or (2) $73.26 in cash, which represented a premium of approximately 41.1% to the closing trading price of shares of Eidos common stock on October 2, 2020, the last trading day before the public announcement of the merger agreement;

 

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its knowledge and understanding of Eidos’ business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects;

 

   

the information obtained in its discussions with BridgeBio’s management in consultation with the Eidos special committee’s advisors, regarding BridgeBio’s business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects, and the results of the Eidos special committee’s due diligence review of BridgeBio;

 

   

the current and prospective business climate in the industries in which Eidos and BridgeBio operate, including the position of current and likely competitors of Eidos and BridgeBio;

 

   

the stock portion of the merger consideration, which will allow Eidos stockholders to participate in any future increase in the value of BridgeBio, as well as Eidos stockholders’ ability to freely sell any BridgeBio common stock received as merger consideration, and the cash portion of the merger consideration, which provides immediate value and liquidity to Eidos stockholders who elect to receive cash consideration;

 

   

the fact that Eidos stockholders will own between 16% and 18% of the combined company (depending on the amount of cash Eidos stockholders elect to receive in the mergers) following completion of the mergers and will continue to participate in potential appreciation in equity value of the combined company, including, as a result, any future increase in value of Eidos’ product candidate, acoramidis;

 

   

the fact that all Eidos stockholders (other than BridgeBio and its subsidiaries) will be entitled to receive the same merger consideration per share of Eidos common stock;

 

   

the extensive arm’s-length negotiations with BridgeBio (including the 2019 special committee’s negotiations with BridgeBio) which, among other things, resulted in a substantial increase in the merger consideration from BridgeBio’s initial proposal (as well as the August 2019 proposal) and the revision of terms in the merger agreement to be more favorable to Eidos and its stockholders than initially proposed by BridgeBio;

 

   

the benefits that Eidos was able to obtain as a result of the Eidos special committee’s negotiations with BridgeBio (as well as the 2019 special committee’s negotiations with BridgeBio) and the belief of the Eidos special committee that this was the most favorable exchange ratio and the highest aggregate cash consideration to which BridgeBio would be willing to agree;

 

   

the Eidos special committee’s belief that the transactions contemplated by the merger agreement have a high likelihood of being completed in a timely manner based on, among other things, the limited number and nature of the conditions to the completion of the merger agreement, the fact that, as of the date of the merger agreement, approximately 36.2% of the issued and outstanding shares of BridgeBio common stock are subject to the voting agreements and Eidos’ ability, pursuant to the merger agreement, to seek specific performance to prevent breaches of the merger agreement by BridgeBio and to specifically enforce the terms of the merger agreement;

 

   

the review by the Eidos special committee with its independent financial and legal advisors of, and advice received from such advisors on, the structure of the contemplated transactions and the financial and other terms of the merger agreement and the other agreements entered into in connection with the mergers, including with respect to deal protection, conditionality, termination rights and the likelihood of consummating the merger (including with respect to obtaining required stockholder approvals and any required regulatory approvals);

 

   

the right of the Eidos special committee to respond to and negotiate with respect to unsolicited alternative proposals from third parties in certain circumstances and to change its recommendation to the Eidos stockholders to vote “FOR” the adoption of the merger agreement if a superior proposal is available or in response to an intervening event, as more fully described under the section entitled “The Transaction Agreements—Description of the Merger Agreement—Conduct of Business Pending the Mergers—No Solicitation;”

 

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the Eidos special committee’s view that the $35 million termination fee that could become payable by Eidos pursuant to the merger agreement in certain circumstances was reasonable and would not likely deter alternative acquisition proposals that would be more favorable to the Eidos stockholders than the transactions contemplated by the merger agreement, including the merger;

 

   

the level of commitment by BridgeBio and its stockholders to obtain the required BridgeBio stockholder approvals, including entry into the voting agreements and the fact that if the merger agreement is terminated because the BridgeBio board changes its recommendation to the BridgeBio stockholders to vote “FOR” the BridgeBio share issuance proposal if a superior proposal is available or in response to an intervening event, BridgeBio will pay a termination fee to Eidos of $100 million;

 

   

the opinion of Centerview rendered to the Eidos special committee on October 4, 2020, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid to the holders of shares of Eidos common stock (other than as specified in such opinion) pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “The Mergers—Opinion of the Eidos Special Committees Financial Advisor;”

 

   

the risks associated with Eidos remaining an independent company and with developing and commercializing acoramidis without the strategic resources and infrastructure a merger with BridgeBio provides, including the risks that Eidos may not be able to find partners for acoramidis in regions not currently partnered;

 

   

Eidos’ need for financing for future development and commercialization of acoramidis (or any potential acquisition or in-license of additional products or product candidates);

 

   

the fact that BridgeBio, which beneficially owns approximately 63.2% of the outstanding shares of Eidos common stock, had expressed it was not interested in selling its interest in Eidos, and any alternative acquisition of Eidos was not feasible without the cooperation and consent of BridgeBio;

 

   

the absence of other strategic alternatives available to Eidos that would provide comparable or superior value to Eidos stockholders, based in part on the Eidos special committee’s belief, following consultation with its financial advisor and taking into account the outreach to other potential counterparties conducted by the 2019 special committee and the fact that the August 2019 proposal had been publicly announced and that thereafter no third parties had submitted a proposal to acquire Eidos prior to the execution of the merger agreement, and that BridgeBio had consistently expressed its unwillingness to consider a sale of its interest in Eidos to a third party, that it was unlikely that an alternative bidder would in the foreseeable future offer Eidos stockholders superior terms and consideration to that offered by BridgeBio;

 

   

the risks inherent in remaining a controlled company, including the difficulty of attracting and retaining key employees and the risk that BridgeBio could potentially disagree in the future with, or prevent, a strategic plan and/or related financing or partnering transactions and/or asset acquisitions or in-licenses that could be proposed or pursued by Eidos in the future and the other risks described under “Risks Related to our Equity Securities” in Eidos’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2020; and

 

   

the following procedural safeguards to ensure the fairness of the transactions contemplated by the merger agreement and to permit the Eidos special committee to represent the interests of the Eidos stockholders (other than BridgeBio and its affiliates):

 

   

the Eidos special committee consists solely of directors of Eidos who are independent directors who are not affiliated with BridgeBio and who are not officers or employees of Eidos, and who do not otherwise have a conflict of interest or lack independence with respect to the transactions contemplated by the merger agreement, and the Eidos special committee was advised by and directed in the review, evaluation and negotiation of the transactions contemplated by the merger agreement with independent legal and financial advisors;

 

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the members of the Eidos special committee will not personally benefit from the consummation of the transactions contemplated in the merger agreement in a manner different from the Eidos stockholders (other than BridgeBio and its subsidiaries), except for indemnification and continuing directors and officers liability insurance coverage, the vesting of certain Eidos options and/or Eidos RSUs upon the closing and the receipt of customary fees for service on the Eidos special committee as described in “The Mergers—Interests of Certain Persons in the Mergers—Eidos Special Committee Compensation;”

 

   

the resolutions of the Eidos board referring consideration of the potential transaction with BridgeBio to the Eidos special committee, and confirming the Eidos special committee’s authority to perform its duties in accordance with such resolutions in connection with the potential transaction with BridgeBio, including without limitation evaluating, negotiating and/or rejecting, as the Eidos special committee deemed appropriate, the terms of any transaction with BridgeBio;

 

   

pursuant to the terms of the merger agreement, each of the following actions by Eidos or by the Eidos board may be effected only if such action is recommended by or taken at the direction of the Eidos special committee: (1) any action by Eidos or the Eidos board with respect to any amendment or waiver of any provision of the merger agreement; (2) termination of the merger agreement by Eidos or the Eidos board; (3) extension by Eidos or the Eidos board of the time for the performance of any of the obligations or other acts of BridgeBio, Merger Sub or Merger Sub II, or any waiver or assertion of any of Eidos’ rights under the merger agreement; or (4) any other approval, agreement, authorization, consent or other action by Eidos or the Eidos board with respect to the merger agreement or the transactions contemplated thereby; and

 

   

pursuant to the terms of the merger agreement, the transactions contemplated by the merger agreement will not be completed unless they are approved by holders of (1) a majority of the shares of Eidos common stock not owned by BridgeBio and its affiliates and (2) at least two-thirds of the shares of Eidos common stock not owned by BridgeBio and its affiliates and associates (as such terms are defined in Section 203 of the DGCL), which conditions may not be waived.

The Eidos special committee weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the contemplated transactions, including the following (these factors are presented below in no particular order and were neither ranked nor weighted in any manner by the Eidos special committee):

 

   

the fact that Eidos will no longer exist as a public company and the Eidos stockholders will forgo any future increase in the value of Eidos’ common stock that might result from its earnings or possible growth as a stand-alone company, other than through ownership in BridgeBio;

 

   

the risk that the mergers may not be completed, and the effect that failing to complete the mergers may have on the business, financial results and stock price of Eidos, or on the perceptions of Eidos among investors, customers, employees and other stakeholders;

 

   

the risk that Eidos stockholders could be adversely affected by a decrease in the market price per share of BridgeBio common stock before the closing of the mergers, including due to the maximum amount of cash consideration that may be received by Eidos stockholders who elect to receive cash consideration;

 

   

the restrictions on the conduct of Eidos’ business prior to the closing of the mergers;

 

   

the possible adverse impact that business uncertainty prior to the closing of the mergers could have on the ability of Eidos prior to the closing to attract, retain and motivate key personnel, retain customers and maintain business relationships;

 

   

the risk that the contemplated transactions may divert management focus and resources from operating Eidos’ business, as well as other strategic opportunities;

 

   

the fact that pursuant to the terms of the merger agreement, prior to the earlier of the effective time and the termination of the merger agreement, Eidos is restricted from initiating, soliciting or knowingly

 

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encouraging or facilitating any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any alternative acquisition proposal;

 

   

the fact that Eidos stockholders are not entitled to appraisal rights under the merger agreement or the DGCL;

 

   

the risk that Eidos will incur expenses in connection with the contemplated transactions and may become obligated to pay BridgeBio a termination fee of $35 million in connection with a termination of the merger agreement under certain circumstances, as more fully described in the section entitled “The Merger Agreement—Effect of Termination; Termination Fees;”

 

   

the interests of certain of Eidos’ directors and executive officers with respect to the contemplated transactions that may be in addition to, or that may be different from, the interests of Eidos stockholders (other than BridgeBio and its affiliates) as described in “The Mergers—Interests of Certain Persons in the Mergers;”

 

   

the fact that a portion of the merger consideration consists of cash and will therefore be taxable to Eidos stockholders who are subject to taxation for U.S. federal income tax purposes;

 

   

the risk of litigation; and

 

   

the risks of the type and nature described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The Eidos special committee concluded that the uncertainties, risks and potentially negative factors relevant to the transactions contemplated by the merger agreement were outweighed by the potential benefits that it expected Eidos and Eidos stockholders (other than BridgeBio and its subsidiaries) would achieve as a result of the transactions contemplated by the merger agreement.

Eidos Board of Directors

At a meeting held on October 4, 2020, the Eidos board (which for purposes of this section means other than Dr. Kumar, who did not attend the Eidos board meeting, and Mr. Satvat and Dr. Sinha, both of whom recused themselves from deliberations regarding the proposed transaction with BridgeBio and abstained from voting on matters relating to the proposed transaction with BridgeBio at the Eidos board meeting), acting upon the recommendation of the Eidos special committee, (1) determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, (2) declared the merger agreement and the voting agreements and the transactions contemplated thereby advisable, (3) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the voting agreements by Eidos and the consummation of the mergers and the other transactions contemplated by the merger agreement, (4) resolved to recommend adoption of the merger agreement and approval of the mergers and the other transactions contemplated thereby by the holders of shares of Eidos common stock and (5) directed that the merger agreement be submitted to the holders of shares of Eidos common stock entitled to vote for its adoption.

The Eidos board considered and relied upon the analyses and recommendation of the Eidos special committee in arriving at this determination and recommendation. In considering the Eidos special committee’s analyses and recommendation, the Eidos board reviewed and discussed a significant amount of information and discussed the Eidos special committee’s recommendation with the members of the Eidos special committee and the financial and legal advisors of the Eidos special committee. The following are some of the significant factors that supported the Eidos board’s determination and recommendation (these factors are presented below in no particular order and were neither ranked nor weighted in any particular manner by the Eidos board):

 

   

the fact that the Eidos special committee unanimously determined that it was fair to and in the best interests of Eidos and its stockholders (other than BridgeBio and its subsidiaries) for Eidos to enter into the merger agreement, declared the merger agreement, the transactions contemplated thereby and the voting agreements advisable and recommended that the Eidos board (1) declare the merger agreement

 

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and the transactions contemplated by the merger agreement advisable, (2) adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement and (3) recommend the adoption of the merger agreement and the approval of the mergers and the other transactions contemplated by the merger agreement by the holders of shares of Eidos common stock;

 

   

the Eidos special committee consists solely of directors of Eidos who the Eidos board determined are independent directors who are not affiliated with BridgeBio and who are not officers or employees of Eidos, and who do not otherwise have a conflict of interest or lack independence with respect to the transactions contemplated by the merger agreement, and the Eidos special committee was advised by and directed the review, evaluation and negotiation of the transactions contemplated by the merger agreement with independent legal and financial advisors and industry consultants;

 

   

the members of the Eidos special committee will not personally benefit from the consummation of the transactions contemplated in the merger agreement in a manner different from the Eidos stockholders (other than BridgeBio and its subsidiaries), except for indemnification and continuing directors and officers liability insurance coverage, the vesting of certain Eidos options and/or Eidos RSUs upon the closing and the receipt of fees for service on the Eidos special committee as described in “The Mergers—Interests of Certain Persons in the Mergers—Eidos Special Committee Compensation;”

 

   

the extensive arm’s-length negotiations with BridgeBio (including the 2019 special committee’s negotiations with BridgeBio) which, among other things, resulted in a substantial increase in the merger consideration from BridgeBio’s initial proposal (as well as the August 2019 proposal) and the revision of terms in the merger agreement to be more favorable to Eidos and its stockholders than initially proposed by BridgeBio;

 

   

the benefits that Eidos was able to obtain as a result of the Eidos special committee’s negotiations with BridgeBio (as well as the 2019 special committee’s negotiations with BridgeBio) and the belief of the Eidos special committee that this was the most favorable exchange ratio and the highest aggregate cash consideration to which BridgeBio would be willing to agree;

 

   

the fact that the Eidos special committee held 14 meetings with its advisors to discuss and evaluate the mergers, other alternatives to the mergers and other matters related thereto and was advised by nationally recognized independent financial and legal advisors, and each member of the Eidos special committee was actively engaged in the process on a continuous and regular basis;

 

   

the fact that the Eidos special committee had received the opinion of Centerview dated October 4, 2020, to the Eidos special committee, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid to the holders of shares of Eidos common stock (other than as specified in such opinion) pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “Opinion of the Eidos Special Committee’s Financial Advisor;”

 

   

pursuant to the terms of the merger agreement, the transactions contemplated by the merger agreement will not be completed unless they are approved by holders of (1) a majority of the shares of Eidos common stock not owned by BridgeBio and its affiliates and (2) at least two-thirds of the shares of Eidos common stock not owned by BridgeBio and its affiliates and associates (as such terms are defined in Section 203 of the DGCL), which conditions may not be waived.

In considering the recommendations of the Eidos special committee and the Eidos board, Eidos stockholders should be aware that certain of Eidos’ directors and executive officers have interests with respect to the contemplated transactions that may be in addition to, or that may be different from, the interests of Eidos stockholders (other than BridgeBio and its affiliates) generally, as described in “The Mergers—Interests of Certain Persons in the Mergers—Interests of Directors and Executive Officers in the Mergers.” The members of the Eidos special committee and the Eidos board were aware of these interests and considered them, among others, in reaching their determinations to approve the merger agreement and the transactions contemplated thereby, and to make their recommendations to the Eidos board and Eidos stockholders, as applicable.

 

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The foregoing discussions of the information and factors considered by the Eidos special committee and the Eidos board includes the principal factors considered by the Eidos special committee and the Eidos board, respectively, but is not intended to be exhaustive and may not include all of the factors considered. In view of the wide variety of factors considered in connection with their respective evaluation of the contemplated transactions, and the complexity of these matters, the Eidos special committee and the Eidos board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that the Eidos special committee or the Eidos board, as applicable, considered in reaching their determinations to approve the merger agreement and the transactions contemplated thereby, and to make their recommendations to the Eidos board and Eidos stockholders, as applicable. Rather, the Eidos special committee and the Eidos board viewed their respective decisions as being based on the totality of the information presented to them and the factors they considered. In addition, individual members of the Eidos special committee or the Eidos board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Eidos special committee and the Eidos board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

BridgeBio’s Reasons for the Mergers; Recommendation of the BridgeBio Board of Directors

The BridgeBio board, at its meeting on October 4, 2020, unanimously (i) determined that it is fair to and in the best interests of BridgeBio and its stockholders to enter into the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the BridgeBio share issuance proposal, advisable, (ii) approved the execution, delivery and performance of the merger agreement by BridgeBio and the consummation of the BridgeBio share issuance proposal and the other transactions contemplated by the merger agreement, (iii) resolved to recommend the approval of the BridgeBio share issuance proposal by the stockholders of BridgeBio and (iv) directed that the BridgeBio share issuance proposal be submitted to the stockholders of BridgeBio entitled to vote for its approval.

In reaching its determination and recommendation, the BridgeBio board consulted with and received the advice of its independent financial and legal advisors, discussed certain matters with BridgeBio’s management team and considered a number of factors that the BridgeBio board believed supported its determination and recommendation, including, but not limited to, the following factors (not in any relative order of importance):

 

   

the BridgeBio board’s knowledge of and familiarity with the business, operations, financial condition, and competitive position and prospects of Eidos and the belief that the Eidos common stock represents an attractive long-term investment opportunity;

 

   

the belief that the transaction would provide BridgeBio the opportunity to unlock the potential of acoramidis for patients and investors through BridgeBio’s existing commercial infrastructure and cardiovascular research and development expertise to a greater extent than if Eidos were to remain as a stand-alone entity;

 

   

the belief that BridgeBio will be better positioned to access the necessary amount of capital and forms of non-equity capital to invest in additional development opportunities for acoramidis and its launch, if approved;

 

   

the belief that the timing of the transaction was right, given the current stage of acoramidis in development and the critical roadmap of market development and launch activities ahead;

 

   

the expectation that the simplification of BridgeBio’s ownership of Eidos will facilitate the ability of the BridgeBio board and management to create and execute a unified strategy for the benefit of one class of equity holders and potentially increase investor interest in BridgeBio;

 

   

the fact that the final merger consideration was the result of several rounds of negotiations with the Eidos special committee and was at a level that the BridgeBio board determined to be fair to BridgeBio and its stockholders, as more fully described in the section entitled “The Mergers—Background of the Mergers;”

 

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the fact that all of the directors of BridgeBio as well as KKR Genetic Disorder L.P., holding, in the aggregate, approximately 36.4% of the issued and outstanding shares of BridgeBio common stock as of November 30, 2020, were supportive of the transaction and entered into the voting agreements with Eidos, pursuant to which, among other things, they agreed to vote or cause to be voted all shares of BridgeBio common stock held by them in favor of the BridgeBio share issuance proposal, on the terms and subject to the conditions set forth in the voting agreements, as more fully described in the section entitled “The Transaction Agreements—Description of the Voting Agreements;”

 

   

the BridgeBio board’s belief that (i) the transaction is more favorable to BridgeBio stockholders than the potential value that would result from BridgeBio continuing to hold its investment in Eidos as a separate publicly traded company, (ii) it was unlikely that an alternative transaction with Eidos or any other counterparty would provide superior value to BridgeBio or its stockholders and (iii) the terms of the merger agreement would not prevent a willing and financially capable third party, were one to exist, from making a superior proposal with respect to BridgeBio following the announcement of the merger agreement;

 

   

the fact that BridgeBio stockholders will continue to own between 82% and 84% of the combined company (depending on the amount of cash Eidos stockholders elect to receive in the mergers) following completion of the mergers and will continue to participate in potential appreciation in equity value of the combined company;

 

   

the fact that the amount of cash consideration that BridgeBio may be required to pay to Eidos stockholders is capped at $175 million and would leave BridgeBio with sufficient liquidity to fund its ongoing operations for at least the next 12 months;

 

   

the fact that, as a condition to the completion of the mergers, the BridgeBio share issuance proposal is subject to the approval of BridgeBio stockholders, who will have the opportunity to approve or reject the BridgeBio share issuance proposal;

 

   

the fact that, subject to certain conditions, the BridgeBio board is permitted to change its recommendation to its stockholders in response to a superior proposal or, in the absence of a superior proposal, in response to an intervening event, in each case, if it determines in good faith that the failure to change its recommendation would be inconsistent with the directors’ fiduciary duties under applicable law;

 

   

the right of BridgeBio to terminate the merger agreement if, among other things, the Eidos board or the Eidos special committee changes its recommendation to Eidos stockholders in response to a superior proposal or an intervening event following a good faith determination that the failure to change its recommendation would be inconsistent with the directors’ fiduciary duties under applicable law;

 

   

the right of BridgeBio, subject to certain conditions, to terminate the merger agreement if the mergers are not consummated on or before June 4, 2021;

 

   

the likelihood that the mergers will be consummated, based on, among other things, the limited number and nature of the conditions to the mergers, including the fact that there is no financing condition and no antitrust clearance condition; and

 

   

the ability of BridgeBio to, under certain circumstances described in the merger agreement, receive a termination fee of $35 million or seek specific performance or other equitable relief to prevent breaches of the merger agreement, as more fully described in the section entitled “The Transaction Agreements—Description of the Merger Agreement—Effect of Termination; Termination Fees.

In the course of its deliberations, the BridgeBio board considered a variety of risks and other countervailing factors concerning the merger agreement, the mergers and the transactions contemplated thereby, including the following factors (not in any relative order of importance):

 

   

the risk that the anticipated benefits of the transactions may not be realized on the expected timeframe or at all;

 

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the fact that BridgeBio stockholders will be sharing participation in BridgeBio’s upside with Eidos stockholders as part of the combined company;

 

   

the risk of adverse results of clinical trials associated with Eidos’ only product;

 

   

the ownership dilution to current BridgeBio stockholders as a result of the issuance of BridgeBio common stock to holders of Eidos common stock as merger consideration pursuant to the merger agreement;

 

   

the potential impact on the market price of BridgeBio common stock as a result of the issuance of shares of BridgeBio common stock in connection with the mergers;

 

   

the potential impact on BridgeBio’s cash position if the cash consideration is fully subscribed, and the potential need for BridgeBio to obtain financing following the transaction to continue to fund its activities;

 

   

the fact that the stock exchange ratio is fixed and will not be adjusted on the closing date based on the relative market value of shares of BridgeBio common stock, which means that the market value of the stock exchange ratio payable to stockholders of Eidos will increase in the event that the market price of BridgeBio common stock increases prior to the consummation of the mergers;

 

   

the risk that Eidos stockholders do not approve the mergers by the requisite vote;

 

   

the risk that BridgeBio stockholders do not approve the BridgeBio share issuance proposal;

 

   

the fact that, subject to certain customary conditions, the Eidos board or the Eidos special committee is permitted to change its recommendation to the stockholders of Eidos in response to a superior proposal or, in the absence of a superior proposal, an intervening event, in each case, if the Eidos board or the Eidos special committee determines that the failure to change its recommendation would be inconsistent with the directors’ fiduciary duties under applicable law;

 

   

the fact that the consummation of the mergers is subject to certain customary closing conditions, which may delay or prevent the completion of the mergers, and the adverse impact such event would have on BridgeBio and its majority-owned subsidiary, Eidos, and their respective businesses and stock prices;

 

   

the requirement that BridgeBio must pay to Eidos a termination fee of $100 million if the merger agreement is terminated under the circumstances described in the section entitled “The Transaction Agreements—Description of the Merger Agreement—Termination of the Merger Agreement—Effect of Termination; Termination Fees,” which may discourage third parties that might otherwise have an interest in a business combination with, or acquisition of, BridgeBio from making unsolicited acquisition proposals;

 

   

the risk that payment by Eidos to BridgeBio of a termination fee of $35 million if the merger agreement is terminated under certain circumstances, as more fully described in the section entitled “The Transaction Agreements—Description of the Merger Agreement—Effect of Termination; Termination Fees,” may not be sufficient to fully compensate BridgeBio for its losses in such circumstances;

 

   

the potential for BridgeBio to incur substantial expenses in connection with the mergers;

 

   

the fact that substantial time and effort of BridgeBio’s management will be required to complete the mergers, which may disrupt BridgeBio’s business operations and divert employees’ attention away from BridgeBio’s day-to-day business operations;

 

   

the restrictions on the conduct of BridgeBio’s business prior to the consummation of the mergers, including the requirement that BridgeBio conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent BridgeBio from undertaking business opportunities that may arise before completion of the mergers and that, absent the merger agreement, BridgeBio may have pursued;

 

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the restrictions on BridgeBio’s ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals;

 

   

the requirement that BridgeBio must hold a BridgeBio stockholder vote on the approval of the BridgeBio share issuance proposal, even if the BridgeBio board has withdrawn or changed its recommendation in favor of the BridgeBio share issuance proposal, and the inability of BridgeBio to terminate the merger agreement in connection with an acquisition proposal, as more fully described in the section entitled “The Transaction Agreements—Description of the Merger AgreementConduct of Business Pending the Mergers; Obligations to Recommend the Adoption of the Merger Agreement and the Approval of the BridgeBio Share Issuance;”

 

   

the risk that litigation may be commenced in connection with the mergers; and

 

   

the fact that BridgeBio’s directors and officers may have interests in the mergers that may be different from, or in addition to, those of BridgeBio’s other stockholders, as more fully described in the section entitled “The Mergers—Interests of Certain Persons in the Mergers.”

The BridgeBio board weighed the benefits, advantages and opportunities against the risks and countervailing factors of entering into the merger agreement and completing the mergers and the other transactions contemplated thereby, including the BridgeBio share issuance proposal. Although the BridgeBio board realized that there can be no assurance about future results or outcomes, including results expected or considered in the factors listed above, the BridgeBio board concluded that the potential benefits, advantages and opportunities of entering into the merger agreement and completing the mergers and the other transactions contemplated thereby, including the BridgeBio share issuance proposal, outweigh the risks and countervailing factors.

The foregoing discussion of the factors considered by the BridgeBio board is not intended to be exhaustive but is believed to include the material factors considered by the BridgeBio board. The BridgeBio board did not find it practicable to assign, and did not quantify, rank or otherwise assign, relative weights to the individual factors considered in reaching its decision to approve the merger agreement, the mergers and the transactions contemplated thereby, including the BridgeBio share issuance proposal. In addition, individual members of the BridgeBio board applied their own personal business judgment to the process and may have given different weights to different factors. The BridgeBio board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination.

The explanation of the reasoning of the BridgeBio board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The BridgeBio board unanimously recommends that the stockholders of BridgeBio vote “FOR” the approval of the BridgeBio share issuance proposal and “FOR” the approval of the BridgeBio adjournment proposal.

Opinion of the Eidos Special Committee’s Financial Advisor

On October 4, 2020, Centerview rendered to the Eidos special committee its oral opinion, subsequently confirmed in a written opinion dated October 4, 2020, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in its opinion, the merger consideration to be paid to holders of Eidos common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated October 4, 2020, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex D and is incorporated herein by reference. The summary

 

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of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of Centerview’s written opinion attached as Annex D. Centerview’s financial advisory services and opinion were provided for the information and assistance of the members of the Eidos special committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction, and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Eidos common stock (other than excluded shares) of the merger consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transaction and does not constitute a recommendation to any stockholder of Eidos or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with its opinion, Centerview reviewed, among other things:

 

   

a draft of the merger agreement dated October 4, 2020, referred to in this summary of Centerview’s opinion as the draft merger agreement;

 

   

Annual Reports on Form 10-K of Eidos for the years ended December 31, 2019 and December 31, 2018 and the Annual Report on Form 10-K of BridgeBio for the year ended December 31, 2019;

 

   

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Eidos and BridgeBio;

 

   

Eidos’s prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on June 21, 2018;

 

   

BridgeBio’s prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on June 28, 2019;

 

   

certain publicly available research analyst reports for Eidos and BridgeBio;

 

   

certain other communications from Eidos and BridgeBio to their respective stockholders;

 

   

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Eidos (referred to in this summary of Centerview’s opinion as the Eidos internal data), including the Eidos management projections and the adjusted Eidos projections, each as set forth and described more fully in the section entitled “Certain Prospective Financial Information;”

 

   

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of BridgeBio, referred to in this summary of Centerview’s opinion as the BridgeBio internal data;

 

   

the BridgeBio management projections and the adjusted BridgeBio projections, each as set forth and described more fully in the section entitled “Certain Prospective Financial Information;” and

 

   

certain tax and other cost savings and operating synergies projected by the Eidos special committee to result from the transaction furnished to Centerview by the Eidos special committee for purposes of Centerview’s analysis (referred to in this summary of Centerview’s opinion as the “synergies”).

Centerview also participated in discussions with members of the senior management and representatives of Eidos and BridgeBio regarding their assessment of the Eidos internal data (including, without limitation the Eidos management projections and the adjusted Eidos projections), the BridgeBio internal data, the BridgeBio management projections, the adjusted BridgeBio projections and the synergies, as appropriate, and the strategic rationale for the transaction. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for Eidos and BridgeBio and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the transaction with the financial terms, to

 

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the extent publicly available, of certain other transactions that Centerview deemed relevant and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Eidos special committee’s consent, relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Eidos special committee’s direction, that the Eidos internal data (including, without limitation the Eidos management projections and the adjusted Eidos projections), the BridgeBio internal data, the BridgeBio management projections, the adjusted BridgeBio projections and the synergies have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Eidos special committee as to the matters covered thereby, and Centerview relied, at the Eidos special committee’s direction, on the Eidos internal data (including, without limitation the Eidos management projections and the adjusted Eidos projections), the BridgeBio internal data, the BridgeBio management projections, the adjusted BridgeBio projections and the synergies for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Eidos internal data (including, without limitation the Eidos management projections and the adjusted Eidos projections), the BridgeBio internal data, the BridgeBio management projections, the adjusted BridgeBio projections, the synergies or the assumptions on which they are based. In addition, at the Eidos special committee’s direction, Centerview has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Eidos or BridgeBio, nor has Centerview been furnished with any such evaluation or appraisal, and Centerview has not been asked to conduct, and did not conduct, a physical inspection of the properties or assets of Eidos or BridgeBio. Centerview assumed, at the Eidos special committee’s direction, that the final executed merger agreement would not differ in any respect material to Centerview’s analysis or its opinion from the draft merger agreement reviewed by Centerview. Centerview has also assumed, at the Eidos special committee’s direction, that the transaction will be consummated on the terms set forth in the draft merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or its opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or its opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Eidos or BridgeBio, or the ability of Eidos or BridgeBio to pay their respective obligations when they come due, or as to the impact of the transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview expressed no view as to, and Centerview’s opinion did not address, Eidos’s underlying business decision to proceed with or effect the transaction, or the relative merits of the transaction as compared to any alternative business strategies or transactions that might be available to Eidos or in which Eidos might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of shares of Eidos common stock (other than excluded shares) of the merger consideration to be paid to such holders pursuant to the merger agreement. Centerview was not asked to, nor did Centerview express any view on, and Centerview’s opinion did not address, any other term or aspect of the merger agreement or the transaction, including, without limitation, the structure or form of the transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any other class of securities, creditors or other constituencies of Eidos or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or

 

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payable to any of the officers, directors or employees of Eidos or any party, or class of such persons in connection with the transaction, whether relative to the merger consideration to be paid to the holders of the shares of Eidos common stock pursuant to the merger agreement or otherwise. Centerview’s opinion related in part to the relative values of Eidos and BridgeBio.

Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview expressed no view or opinion as to what the value of shares of BridgeBio common stock actually will be when issued pursuant to the transaction or the prices at which the shares of Eidos common stock or BridgeBio common stock will trade or otherwise be transferable at any time, including following the announcement or consummation of the transaction. Centerview’s opinion does not constitute a recommendation to any stockholder of Eidos or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the transaction or any other matter, including, without limitation, whether such stockholder should elect to receive the stock consideration, the cash consideration, or make no election, in the transaction.

Summary of Centerview Financial Analysis

In connection with the rendering of its opinion to the Eidos special committee, Centerview performed a variety of financial and comparative analyses which are summarized below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Centerview arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or methods of analysis. Accordingly, Centerview believes that the financial analyses and this summary must be considered as a whole.

In performing its financial analyses, Centerview considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its written opinion, many of which are beyond Eidos’s and BridgeBio’s control. The assumptions and estimates contained in the financial analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by such analyses. In addition, financial analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty.

Centerview was not requested to, and it did not, determine or recommend the specific consideration payable in the transaction or that any given consideration constituted the only appropriate consideration in the transaction. The type and amount of consideration payable in the transaction were determined through negotiations between Eidos and BridgeBio, and the decision to recommend the transaction was solely that of the Eidos special committee. Centerview’s financial analyses and opinion were only one of many factors considered by the Eidos special committee in its evaluation of the transaction and should not be viewed as determinative of the views of the Eidos special committee with respect to the transaction or the consideration payable in the transaction.

The following is a brief summary of the material financial analyses prepared and reviewed with the Eidos special committee in connection with Centerview’s opinion, dated October 4, 2020. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Certain financial analyses summarized below include information presented in tabular format. In order to

 

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fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. None of Eidos, BridgeBio, Centerview or any other person assumes responsibility if future results are different from those described, whether or not any such difference is material. 

Eidos Financial Analyses

Selected Public Companies Analysis

Centerview performed a selected public companies analysis of Eidos in which Centerview reviewed certain financial and stock market information relating to Eidos and selected publicly traded companies in the biopharmaceutical industry that Centerview, in its experience and professional judgment, deemed generally relevant for comparative purposes.

However, because none of the selected companies is exactly the same as Eidos, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or financial characteristics of Eidos and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

The selected companies are set forth below:

 

Company Name

   EV/2025 Revenue
Multiple
 

Adaptimmune Therapeutics PLC

     9.2x  

Allakos, Inc.

     17.0x  

Arrowhead Pharmaceuticals, Inc.

     6.4x  

Atara Biotherapeutics Inc.

     2.0x  

Kura Oncology, Inc.

     4.2x  

REGENXBIO, Inc.

     1.9x  

Rocket Pharmaceuticals, Inc.

     2.3x  

Springworks Therapeutics, Inc.

     9.6x  

Zymeworks Inc.

     5.6x  

Median

     5.6x  

Using publicly available information obtained from SEC filings and other data sources as of October 2, 2020, Centerview calculated and compared forward revenue multiples for the selected companies. With respect to each of the selected companies, Centerview calculated enterprise value (calculated as the market value of common equity (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of consensus estimated risk-adjusted revenues for calendar year 2025, which is referred to in the table above as the “EV/2025E Revenue Multiple.”

Based on this analysis and other considerations that Centerview deemed relevant in its professional judgment and expertise, Centerview applied a multiple range, derived from the estimated 2025 revenue multiples of the selected companies, of 4.5x to 6.5x to Eidos’s estimated risk-adjusted calendar year 2025 revenue excluding upfront payments and milestones, for each of the Eidos low case of $275 million, Eidos mid case of $321 million and Eidos high case of $367 million as set forth in the section entitled “Certain Prospective Financial Information” and added to each Eidos’s estimated net cash position as of December 31, 2020 of $105 million, and divided each result by the number of fully diluted shares of Eidos common stock outstanding

 

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(determined using the treasury stock method and taking into account outstanding options and restricted stock units) as of October 2, 2020 based on the adjusted Eidos projections.

This analysis resulted in the following implied per share equity value ranges for shares of Eidos common stock, rounded to the nearest $0.05:

 

Case

   Implied Eidos Per Share
Equity Value Range

Eidos low case

   $33.55—$47.15

Eidos mid case

   $38.65—$54.45

Eidos high case

   $43.75—$61.80

Centerview then compared these ranges to the value per share of Eidos common stock of the merger consideration of $73.26 (referred to in this section as the “implied merger consideration”) implied by the exchange ratio, based on the closing price of BridgeBio common stock on October 2, 2020.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of Eidos based on the Eidos low case, Eidos mid case and Eidos high case as set forth in the section entitled “Certain Prospective Financial Information.” A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of illustrative equity values for Eidos by (a) discounting to present value as of December 31, 2020 using discount rates ranging from 10.0% to 12.0% (reflecting Centerview’s analysis of Eidos’s weighted average cost of capital) and the mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of Eidos over the period beginning in 2021 and ending in 2035, as set forth in the each of the Eidos low case, the Eidos mid case and the Eidos high case and (ii) an implied terminal value of Eidos, calculated by Centerview assuming that Eidos’s after-tax unlevered free cash flows for the terminal year would decline 80% year-over-year in perpetuity and (b) adding to the foregoing results Eidos’s estimated net cash of $105 million as of December 31, 2020, as set forth in the adjusted Eidos projections. Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding shares of Eidos common stock (determined using the treasury stock method and taking into account outstanding options and restricted stock units) as of October 2, 2020. In performing its discounted cash flow analysis, Centerview (a) subtracted $45 million for the net present value of the estimated cost of an assumed $300 million future capital raise by Eidos in 2022, as set forth in the adjusted Eidos projections, and (b) added the net present value of federal net operating losses and future losses. This analysis resulted in the following implied per share equity value ranges for the shares of Eidos common stock, rounded to the nearest $0.05:

 

Case

   Implied Eidos Per Share
Equity Value Range

Eidos low case

   $40.10—$48.10

Eidos mid case

   $47.20—$56.45

Eidos high case

   $54.25—$64.80

Centerview compared these ranges to the implied merger consideration of $73.26 per share of Eidos common stock.

BridgeBio Financial Analyses

Selected Public Companies Analysis

Centerview performed a selected public companies analysis of BridgeBio in which Centerview reviewed certain financial and stock market information relating to BridgeBio and selected publicly traded companies in

 

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the biopharmaceutical industry that Centerview, in its experience and professional judgment, deemed generally relevant for comparative purposes.

However, because none of the selected companies is exactly the same as BridgeBio, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or financial characteristics of BridgeBio and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

The selected companies are set forth below:

 

Company Name

   EV/2025 Revenue
Multiple
 

Adaptimmune Therapeutics PLC

     9.2x  

Allakos, Inc.

     17.0x  

Arrowhead Pharmaceuticals, Inc.

     6.4x  

Atara Biotherapeutics Inc.

     2.0x  

Kura Oncology, Inc.

     4.2x  

REGENXBIO, Inc.

     1.9x  

Rocket Pharmaceuticals, Inc.

     2.3x  

Springworks Therapeutics, Inc.

     9.6x  

Zymeworks Inc.

     5.6x  

Median

     5.6x  

Using publicly available information obtained from SEC filings and other data sources as of October 2, 2020, Centerview calculated and compared forward revenue multiples for the selected companies. With respect to each of the selected companies, Centerview calculated enterprise value (calculated as the market value of common equity (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of consensus estimated risk-adjusted revenues for calendar year 2025, which is referred to in the table above as the “EV/2025 Revenue Multiple.”

Based on this analysis and other considerations that Centerview deemed relevant in its professional judgment and expertise, Centerview applied a multiple range, derived from the estimated 2025 revenue multiples of the selected companies, of 10.0x to 17.0x to BridgeBio’s estimated risk-adjusted calendar year 2025 revenue of $72 million excluding Eidos revenue and excluding upfront payments and milestones (as set forth in each of the BridgeBio low case, the BridgeBio mid case and the BridgeBio high case), plus Eidos’s estimated risk-adjusted calendar year 2025 revenue for each of the Eidos low case of $275 million, the Eidos mid case of $321 million and the Eidos high case of $367 million, in each case as set forth in the adjusted Eidos projections. Centerview then adjusted each of the foregoing results by (i) adding BridgeBio’s estimated cash (excluding Eidos) of $493 million, (ii) subtracting BridgeBio’s estimated debt (excluding Eidos) of $630 million (which, for purposes of Centerview’s analysis assumed BridgeBio’s Convertible Notes are treated as debt at per share equity values below $62.12), in each case as of December 31, 2020 and as set forth in the adjusted BridgeBio projections, (iii) adding Eidos’s estimated net cash of $105 million, as of December 31, 2020 and as set forth in the adjusted Eidos projections and (iv) subtracting BridgeBio’s non-controlling interest based on the market value of BridgeBio’s non-controlling interest in Eidos and the book value of BridgeBio’s non-controlling interest in BridgeBio’s privately held subsidiaries, as of December 31, 2020 and as set forth in the adjusted BridgeBio projections. Centerview then divided each result by the number of fully diluted shares of BridgeBio common stock outstanding (determined using the treasury stock method and taking into account outstanding options, restricted stock units, and which for purposes of Centerview’s analysis assumed BridgeBio’s Convertible Notes are treated as debt at per share equity values below $62.12) as of October 2, 2020 based on the adjusted BridgeBio projections.

 

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This analysis resulted in the following implied per share equity value ranges for shares of BridgeBio common stock, rounded to the nearest $0.05:

 

Case

   Implied BridgeBio Per Share
Equity Value Range

BridgeBio low—high case (excluding Eidos); Eidos low case

   $21.25—$39.95

BridgeBio low—high case (excluding Eidos); Eidos mid case

   $24.80—$45.90

BridgeBio low—high case (excluding Eidos); Eidos high case

   $28.40—$51.80

Centerview compared these ranges to the closing price of BridgeBio common stock on October 2, 2020 of $39.60 per share.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of BridgeBio based on the adjusted BridgeBio projections and the adjusted Eidos projections. In performing this analysis, Centerview calculated a range of illustrative equity values for BridgeBio by calculating (a) a range of illustrative equity values for BridgeBio excluding Eidos based on each of the BridgeBio low case, BridgeBio mid case, and BridgeBio high case, and adding to the foregoing result (b) a range of illustrative equity values for Eidos based on each of the Eidos low case, Eidos mid case, and Eidos high case, and adjusted for BridgeBio’s ownership in Eidos.

In calculating the range of illustrative equity values for BridgeBio excluding Eidos, Centerview first discounted to present value as of December 31, 2020 using discount rates ranging from 10.0% to 12.0% (reflecting Centerview’s analysis of BridgeBio’s weighted average cost of capital) and the mid-year convention: (a) the forecasted risk-adjusted, after-tax unlevered free cash flows of BridgeBio (excluding Eidos) over the period beginning in 2021 and ending in 2047, adjusted for assumed synergies and BridgeBio’s ownership in its subsidiaries, as set forth in the adjusted BridgeBio projections, (b) an implied terminal value of BridgeBio (excluding Eidos), calculated by Centerview assuming that BridgeBio’s after-tax unlevered free cash flows for the terminal year would decline 80% year-over-year in perpetuity (as set forth in the adjusted BridgeBio projections), adjusted for BridgeBio’s ownership in its subsidiaries. Centerview then adjusted the foregoing results by (i) adding BridgeBio’s estimated cash (excluding Eidos) of $493 million, (ii) subtracting BridgeBio’s estimated debt (excluding Eidos) of $630 million (which, for purposes of Centerview’s analysis assumed BridgeBio’s Convertible Notes are treated as debt at per share equity value below $62.12) as of December 31, 2020, as set forth in the adjusted BridgeBio projections. The calculation of the range of illustrative equity values for Eidos is described in the section entitled “Eidos Financial Analysis—Discounted Cash Flow Analysis.”

After summing the illustrative equity values for BridgeBio excluding Eidos and the illustrative equity values for Eidos, Centerview then divided the result of each by the number of fully diluted outstanding shares of BridgeBio common stock (determined using the treasury stock method and taking into account outstanding options and restricted stock units, and which for purposes of Centerview’s analysis assumed BridgeBio’s Convertible Notes are treated as debt at per share equity values below $62.12) as of October 2, 2020. In performing its discounted cash flow analysis, Centerview adjusted for (a) the net present value of the estimated cost of a $300 million future capital raise by BridgeBio in each of 2021 and 2022, in each case as set forth in the adjusted BridgeBio projections, (b) the net present value of the estimated cost of a $400 million future capital raise by BridgeBio in each of 2023, 2024 and 2025, in each case as set forth in the adjusted BridgeBio projections and (c) the net present value of the estimated cost of a $300 million future capital raise by Eidos in 2022, as set forth in the adjusted Eidos projections. Centerview also added the net present value of federal net operating losses and future losses.

 

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This analysis resulted in the following implied per share equity value ranges for shares of BridgeBio common stock, rounded to the nearest $0.05:

 

Case

   Implied BridgeBio Per Share
Equity Value Range

BridgeBio low—high cases (excluding Eidos); Eidos low case

   $31.15—$46.10

BridgeBio low—high cases (excluding Eidos); Eidos mid case

   $32.50—$47.65

BridgeBio low—high cases (excluding Eidos); Eidos high case

   $33.80—$49.20

Centerview compared these ranges to the closing price of BridgeBio common stock on October 2, 2020 of $39.60 per share.

Relative Implied Exchange Ratio Analysis

Based upon a comparison of the range of implied equity values for each of Eidos and BridgeBio calculated pursuant to the methodologies described above, Centerview calculated ranges of implied exchange ratios for the proposed transaction based on each case in the adjusted Eidos projections compared to the various cases in the adjusted Bridge projections. With respect to any given range of exchange ratios, the higher ratio assumes the highest implied value per share of Eidos common stock divided by the lowest implied value per share of BridgeBio common stock, and the lower ratio assumes the lowest implied value per share of Eidos common stock divided by the highest implied value per share of BridgeBio common stock. The implied exchange ratios resulting from this analysis were:

 

     Implied Exchange Ratio  

Valuation Metric

       Low              High      

Public Company Analysis—Eidos low case

     1.179x        1.580x  

Public Company Analysis—Eidos mid case

     1.187x        1.557x  

Public Company Analysis—Eidos high case

     1.193x        1.541x  

Discounted Cash Flow Analysis—Eidos low case

     1.043x        1.288x  

Discounted Cash Flow Analysis—Eidos mid case

     1.185x        1.454x  

Discounted Cash Flow Analysis—Eidos high case

     1.317x        1.606x  

Centerview compared the implied exchange ratios for Eidos and BridgeBio to the exchange ratio of 1.850x.

As further described below, Centerview noted that the relative implied exchange ratio analyses based on the 52-week historical trading range, based on the Wall Street price targets and based on the precedent premiums paid were presented for reference purposes only.

Other Factors

Centerview noted for the Eidos special committee certain additional factors solely for informational purposes, including, among other things, the following:

 

   

Historical Stock Trading Price Analysis. Centerview reviewed the stock price performance of Eidos common stock and BridgeBio common stock during the 52-week period ended October 2, 2020, which reflected low and high closing prices for shares of Eidos common stock during this period of approximately $35.42 and $65.64 per share, and low and high closing prices for shares of BridgeBio common stock during this period of approximately $16.11 and $46.63 per share.

 

   

Historical Exchange Ratio Analysis. Centerview reviewed the per share closing prices of Eidos common stock and BridgeBio common stock from June 27, 2019 to October 2, 2020 and calculated the

 

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implied historical exchange ratios for Eidos common stock and BridgeBio common stock during such period, which indicated (i) an implied exchange ratio as of October 2, 2020 of approximately 1.311x, (ii) 14-day, 30-day and 90-day (as of October 2, 2020) implied exchange ratios based on volume-weighted average share prices for each of Eidos and BridgeBio of approximately 1.256x, 1.275x and 1.363x, respectively, and (iii) low to high implied exchange ratios over such period of approximately 1.024x to 2.400x, as compared to the exchange ratio of 1.850x.

 

   

Analyst Price Target Analysis. Centerview reviewed stock price targets for Eidos common stock and BridgeBio common stock in Wall Street research analyst reports publicly available as of October 2, 2020, noting that these stock price targets indicated low and high stock price targets for Eidos ranging from $34.00 to $80.00 per share of Eidos common stock and low and high stock price targets for BridgeBio ranging from $38.00 to $52.00 per share of BridgeBio common stock.

 

   

Precedent Premiums Paid Analysis. Centerview performed an analysis of premiums paid in selected transactions with transaction values between $1 billion and $10 billion in which the acquiror owned a controlling stake in the target and acquired the remaining shares outstanding that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the transaction. Centerview calculated, for each such transaction, the percentage premium represented by the transaction price per share (excluding any contingent consideration) to the target company’s market price per share on the trading day prior to the first public knowledge of the possibility of the transaction. Based on the analysis above and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview applied an illustrative range of 15% to 30% to Eidos’s closing stock price on October 2, 2020 of $51.92, which resulted in an implied per share equity value range for the shares of Eidos common stock of approximately $59.70 to $67.50, rounded to the nearest $0.05.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Eidos special committee in its evaluation of the transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Eidos special committee with respect to the merger consideration or as to whether the Eidos special committee would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between the Eidos and BridgeBio and the transaction was recommended by the Eidos special committee. Centerview provided advice to Eidos special committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Eidos special committee or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In 2019, Centerview was engaged to provide financial advisory services to the 2019 special committee in connection with such committee’s evaluation of strategic alternatives, including a potential transaction between BridgeBio and Eidos. In connection with such services provided to the 2019 special committee, in the second quarter of 2020, Centerview became entitled to receive fees from Eidos of $5 million, $2.5 million of which was paid by Eidos to Centerview in the third quarter of 2020 and the remaining $2.5 million of which may become payable in the future upon satisfaction of certain conditions. Such fees will be creditable against the fee that is payable to Centerview contingent upon the consummation of the mergers. In the two years prior to the date of its written opinion,

 

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Centerview has not been engaged to provide financial advisory or other services to Eidos or BridgeBio, and Centerview has not received compensation from Eidos (except for the work performed for the 2019 special committee, as described above) or BridgeBio during such period. In the two years prior to the date of its written opinion, Centerview was engaged to provide, and/or is currently providing, financial advisory services unrelated to Eidos, BridgeBio or the transaction to (i) an affiliate of KKR Genetic Disorder L.P. (which owns approximately 28% of BridgeBio’s outstanding common stock), (ii) a portfolio company of KKR and other private equity sponsors and (iii) Sungard Availability Services Capital, Inc. (“Sungard”), a portfolio company of KKR, Bain Capital, Blackstone Group LP, Silver Lake Management and TPG Capital, in connection with Sungard’s bankruptcy proceeding, which was completed in July 2019. Centerview received approximately $23 million in aggregate fees, and in the future may receive additional compensation, for the foregoing services.

Centerview may provide investment banking and other services to or with respect to Eidos, BridgeBio, KKR or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Eidos, BridgeBio, KKR or any of their respective affiliates, or any other party that may be involved in the transaction.

The Eidos special committee selected Centerview as its financial advisor in connection with the transaction based on Centerview’s qualifications, experience and reputation, including Centerview’s extensive experience in the pharmaceutical and biotechnology industries and Centerview’s knowledge of Eidos and BridgeBio based on Centerview’s engagement by the 2019 special committee. Centerview is a nationally recognized investment banking firm that has substantial experience in transactions similar to the transaction.

In connection with Centerview’s services as the financial advisor to the Eidos special committee, Eidos has agreed to pay Centerview an aggregate fee of approximately $29 million (estimated as of November 5, 2020), $2,500,000 of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon the consummation of the transaction. In addition, Eidos has agreed to reimburse certain of Centerview’s expenses arising, and indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Certain Unaudited Prospective Financial Information

Neither Eidos nor BridgeBio as a matter of course publicly discloses financial forecasts or projections due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates and the fact that neither party yet has any marketed products.

However, in connection with the 2019 special committee’s and the Eidos special committee’s evaluations of strategic alternatives available to Eidos, including a transaction with BridgeBio, Eidos management made available to the 2019 special committee and the Eidos special committee certain non-public internal financial projections regarding the potential future performance of Eidos (the “Eidos management projections”), which were based on certain of Eidos management’s internal assumptions (as of the date the Eidos management projections were shared with the 2019 special committee) about the timing of regulatory approval and expected launch dates and addressable patient population for, and pricing, peak net sales and non-risk adjusted revenue amounts in respect of acoramidis, as well as other relevant factors relating to commercialization and research and development and general administrative expenses.

The Eidos management projections were reviewed and subsequently adjusted by the Eidos special committee based on the Eidos special committee’s and its advisors’ due diligence investigation including without limitation (i) risk adjusting the forecasted revenue contained in the Eidos management projections for each product candidate based on the estimated probability of success of, among other things, obtaining regulatory

 

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approvals for such product candidate, (ii) modifying certain assumptions about the probability of success of, timing of regulatory approval and expected launch dates for, and pricing and peak net sales amounts in respect of certain of Eidos’s product candidates, (iii) reflecting the estimated cost of future capital raises and (iv) reflecting the benefit of certain estimated cost synergies from the proposed transaction (such modified projections, the “adjusted Eidos projections”). The adjusted Eidos projections were based on certain internal assumptions approved by the Eidos special committee about the probability of success of, timing of regulatory approval and expected launch dates and addressable patient population for, and pricing and peak net sales amounts in respect of Eidos’ product candidate, acoramidis, as well as other relevant factors relating to commercialization, loss of exclusivity, and research and development and general administrative expenses, and reflected risk adjustments to the forecasted revenue contained in the Eidos management projections for acoramidis. The adjusted Eidos projections consisted of a “Low Case”, “Mid Case” and “High Case”, based on the Eidos special committee’s reasonable best estimates and assumptions with respect to the future financial performance of Eidos on a standalone basis, including but not limited to a range of probability of success of acoramidis. All of these factors are difficult to predict and many are beyond Eidos’ control. The adjusted Eidos projections were considered by the Eidos special committee for purposes of considering and evaluating strategic alternatives, including BridgeBio’s acquisition proposal, and were approved by the Eidos special committee for use by Centerview in connection with the rendering of Centerview’s opinion to the Eidos special committee and in performing its financial analyses, as described above under the heading “The Mergers—Opinion of the Eidos Special Committee’s Financial Advisor.”

In addition, in connection with the Eidos special committee’s evaluation of a transaction with BridgeBio, BridgeBio management made available to the Eidos special committee certain non-public internal financial projections regarding the potential future performance of BridgeBio (excluding Eidos) (which are referred to as the “BridgeBio management projections”), which were based on certain of BridgeBio management’s internal assumptions about the timing of regulatory approval and expected launch dates and addressable patient population for, and pricing, peak net sales and non-risk adjusted revenue amounts in respect of BridgeBio’s product candidates, as well as other relevant factors relating to commercialization and research and development and general administrative expenses.

The BridgeBio management projections were reviewed and subsequently adjusted by the Eidos special committee, after consultation with its advisors, including without limitation (i) risk adjusting the forecasted revenue contained in the BridgeBio management projections for each product candidate based on the estimated probability of success of, among other things, obtaining regulatory approvals for such product candidate, (ii) modifying certain assumptions about the probability of success of, timing of regulatory approval and expected launch dates for, and pricing and peak net sales amounts in respect of certain of BridgeBio’s product candidates, (iii) reflecting the estimated cost of future capital raises and (iv) reflecting the benefit of certain estimated cost synergies from the proposed transaction (as adjusted, the “adjusted BridgeBio projections”). The adjusted BridgeBio projections consisted of a “Low Case,” “Mid Case,” “High Case,” based on the Eidos special committee’s reasonable best estimates and assumptions with respect to the future financial performance of BridgeBio (excluding Eidos), reflecting a range of various assumptions for certain product candidates. The adjusted BridgeBio projections were considered by the Eidos special committee for purposes of evaluation BridgeBio’s acquisition proposal, and were approved by the Eidos special committee for use by Centerview in connection with the rendering of Centerview’s opinion to the Eidos special committee and in performing its financial analyses, as described above under the heading “The Mergers—Opinion of the Eidos Special Committee’s Financial Advisor.”

The adjusted BridgeBio projections and the adjusted Eidos projections are referred to collectively in this joint proxy statement/prospectus as the “2020 adjusted Projections,” and the 2020 adjusted Projections, the Eidos management projections and the BridgeBio management projections are referred to collectively in this joint proxy statement/prospectus as the “financial projections.”

Summaries of the financial projections included in this joint proxy statement/prospectus are presented solely to give Eidos stockholders access to the information that was made available to the Eidos special committee and

 

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its financial advisors. The inclusion of summaries of the financial projections in the proxy statement/prospectus should not be regarded as an indication that any of Eidos, BridgeBio, the Eidos special committee or their respective affiliates, advisors, officers, directors or representatives considered, or now considers, the financial projections to be predictive of actual future events, and the financial projections should not be relied upon as such. The financial projections are not being included in this joint proxy statement/prospectus to influence stockholders of Eidos or BridgeBio on whether to vote in favor of any proposal. None of Eidos, BridgeBio, the Eidos special committee or their respective affiliates, advisors, officers, directors or representatives can give you any assurance that actual results will be consistent with the financial projections.

The assumptions and estimates underlying the financial projections, all of which are difficult to predict and many of which are beyond the control of both Eidos and BridgeBio, may not be realized. There can be no assurance that the underlying assumptions will prove to be accurate or that the forecasted results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the financial projections, whether or not the mergers are completed.

In particular, the financial projections, while presented with numerical specificity, were based on numerous variables and assumptions that are inherently uncertain, including as a result of both Eidos and BridgeBio not currently having any marketed products, and many of which are beyond Eidos’ or BridgeBio’s control. Because the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on the commercial value of Eidos’ and BridgeBio’s product candidates. As a result, there can be no assurance that the financial projections accurately reflect future trends or accurately estimate the future market for Eidos’ and BridgeBio’s product candidates. There can be no assurance of the approval, or timing of such approval, of any of Eidos’ or BridgeBio’s clinical-stage product candidates, and it is possible that other therapies will be preferable. Important factors that may affect actual results and cause the forecasted results reflected in the financial projections not to be achieved include, but are not limited to, obtaining regulatory approval, the timing of such regulatory approval and launch, success of clinical testing, labeling and market uptake of Eidos’ and BridgeBio’s product candidates, the effect of regulatory actions, availability of third-party reimbursement, impact of competitive products and pricing, the effect of global economic conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislation and other risk factors described in Eidos’ and BridgeBio’s SEC filings, including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The financial projections also reflect assumptions as to certain business decisions that are subject to change.

Modeling and forecasting the future commercialization of clinical stage drug candidates is a highly speculative endeavor. In addition to the various limitations described above, there can also be no assurance that either Eidos or BridgeBio obtain and maintain any of the regulatory approvals necessary for the commercialization of its product candidates, or that Eidos’ or BridgeBio’s competitors will not commercialize products that are safer, more effective or more successfully marketed and sold than any product that Eidos or BridgeBio may commercialize. The information set forth in the financial projections is not fact and should not be relied upon as being necessarily indicative of future results. The financial projections were developed for each of Eidos and BridgeBio (excluding Eidos) on a standalone basis without giving effect to the mergers, and therefore the financial projections do not give effect to the mergers or any changes to Eidos’ or BridgeBio’s operations or strategy that may be implemented after the consummation of the mergers, including cost synergies realized as a result of the mergers, or to any costs incurred in connection with the mergers (except that the adjusted BridgeBio projections reflect the estimated impact of certain cost synergies that may be realized as a result of the mergers). Furthermore, the financial projections do not take into account the effect of any failure of the mergers to be completed and should not be viewed as accurate or continuing in that context.

The financial projections were not prepared with a view toward public disclosure or with a view toward complying with U.S. GAAP, the published guidelines of the SEC or the guidelines established by the American

 

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Institute of Certified Public Accountants for the preparation or presentation of prospective financial information. Neither Eidos’ nor BridgeBio’s independent registered public accounting firms, nor any other independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying financial projections and, accordingly, neither Eidos’ nor BridgeBio’s independent registered public accounting firms express an opinion or any other form of assurance with respect thereto, and assume no responsibility for, and disclaim any association with, the prospective financial information. The independent registered public accounting firm reports for Eidos and BridgeBio, incorporated by reference in this joint proxy statement/prospectus, relate solely to Eidos’ and BridgeBio’s respective historical financial statements. Such reports do not extend to the financial projections and should not be read to do so.

For these reasons, as well as the basis and assumptions on which the financial projections were compiled, the inclusion of specific portions of the financial projections in this joint proxy statement/prospectus should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, none of Eidos, BridgeBio, the Eidos special committee or any of their respective affiliates, advisors, officers, directors or representatives intends to update or otherwise revise the financial projections or the specific portions summarized herein to reflect circumstances existing after the respective dates when the applicable Projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this joint proxy statement/prospectus are cautioned not to place undue, if any, reliance on the financial projections. In addition, none of Eidos, BridgeBio, the Eidos special committee or any of their respective affiliates, advisors, officers, directors or representatives has made, makes or is authorized in the future to make any representation to any stockholder or other person regarding Eidos’ or BridgeBio’s ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved, and any statement to the contrary should be disregarded. None of Eidos, BridgeBio, the Eidos special committee or any of their respective affiliates, advisors, officers, directors or representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections. Eidos has made no representation to BridgeBio, and BridgeBio has made no representation to Eidos, in the merger agreement or otherwise, concerning the financial projections.

Certain of the line items in the projections set forth below may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as used in the forecasts may not be comparable to similarly titled measures used by other companies. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

Eidos Management Projections (Non-Risk Adjusted for Probability of Success)

The following table presents a summary of the Eidos management projections:

 

    Fiscal Year ending December 31,  
    2021E     2022E     2023E     2024E     2025E     2026E     2027E     2028E     2029E     2030E     2031E     2032E     2033E     2034E     2035E  
    (Dollars in millions)  

Revenue

  $ —       $ —       $ 101     $ 256     $ 526     $ 1,036     $ 1,620     $ 2,147     $ 2,597     $ 3,009     $ 3,419     $ 3,848     $ 4,306     $ 2,121     $ 1,134  

EBIT(1)

  $ (72   $ (105   $ (61   $ 58     $ 291     $ 625     $ 1,004     $ 1,344     $ 1,638     $ 1,911     $ 2,200     $ 2,490     $ 2,800     $ 1,324     $ 725  

 

(1)

EBIT is a non-GAAP financial measure, which should not be considered a substitute for, or superior to, net income as a measure of operating performance or cash flows or as a measure of liquidity. For purposes of the financial projections, EBIT is defined as net income (loss) before interest income (expense) and income taxes.

 

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Adjusted Eidos Projections

The following table presents a summary of the adjusted Eidos projections:

 

    Fiscal Year ending December 31,  
    2021E     2022E     2023E     2024E     2025E     2026E     2027E     2028E     2029E     2030E     2031E     2032E     2033E     2034E     2035E  
    (Dollars in millions)  

Low Case

                             

Revenue

  $ 106     $ 0     $ 58     $ 170     $ 275     $ 434     $ 633     $ 876     $ 1,018     $ 1,155     $ 1,303     $ 1,464     $ 1,639     $ 466     $ 59  

EBIT(1)

  $ (15   $ (132   $ (85   $ (8   $ 65     $ 206     $ 385     $ 604     $ 728     $ 843     $ 967     $ 1,100     $ 1,247     $ 386     $ 45  

Unlevered Free Cash Flow(2)

  $ (15   $ (132   $ (91   $ (17   $ 40     $ 147     $ 285     $ 453     $ 562     $ 653     $ 750     $ 853     $ 968     $ 423     $ 73  

Mid Case

                             

Revenue

  $ 124     $ 0     $ 68     $ 198     $ 321     $ 507     $ 738     $ 1,022     $ 1,188     $ 1,347     $ 1,520     $ 1,708     $ 1,913     $ 544     $ 69  

EBIT(1)

  $ 2     $ (132   $ (97   $ (7   $ 78     $ 240     $ 449     $ 704     $ 849     $ 984     $ 1,129     $ 1,284     $ 1,455     $ 451     $ 53  

Unlevered Free Cash Flow(2)

  $ 1     $ (132   $ (104   $ (18   $ 47     $ 172     $ 332     $ 529     $ 655     $ 762     $ 875     $ 996     $ 1,130     $ 493     $ 85  

High Case

                             

Revenue

  $ 141     $ 0     $ 78     $ 226     $ 367     $ 579     $ 844     $ 1,167     $ 1,358     $ 1,540     $ 1,737     $ 1,952     $ 2,186     $ 622     $ 79  

EBIT(1)

  $ 18     $ (132   $ (109   $ (7   $ 90     $ 275     $ 513     $ 805     $ 971     $ 1,125     $ 1,290     $ 1,467     $ 1,663     $ 515     $ 60  

Unlevered Free Cash Flow(2)

  $ 14     $ (132   $ (117   $ (19   $ 55     $ 196     $ 379     $ 604     $ 749     $ 871     $ 999     $ 1,138     $ 1,291     $ 564     $ 97  

 

(1)

EBIT is a non-GAAP financial measure, which should not be considered a substitute for, or superior to, net income as a measure of operating performance or cash flows or as a measure of liquidity. For purposes of the financial projections, EBIT is defined as net income (loss) before interest income (expense) and income taxes.

(2)

Unlevered free cash flow is a non-GAAP financial measure, which should not be considered a substitute for, or superior to, net income as a measure of operating performance or cash flows or as a measure of liquidity. For purposes of the financial projections, unlevered free cash flow is calculated as net income (loss) before interest income (expense) and income taxes, subtracting the impact of income taxes, and adding or subtracting (as applicable) the net impact of depreciation and amortization, capital expenditures and changes in net working capital. Unlevered free cash flow includes stock-based compensation expense, which was treated as a cash expense.

BridgeBio (Ex-Eidos) Management Projections (Non-Risk Adjusted for Probability of Success)

The following table presents a summary of the BridgeBio (Ex-Eidos) Management Projections:

 

    2021E     2022E     2023E     2024E     2025E     2026E     2027E     2028E     2029E     2030E     2031E     2032E     2033E     2034E     2035E     2036E     2037E     2038E     2039E     2040E     2041E     2042E     2043E     2044E  

Revenue

  $ 8     $ 23     $ 82     $ 195     $ 593     $ 1,702     $ 3,640     $ 6,259     $ 9,578     $ 13,278     $ 17,228     $ 21,060     $ 24,405     $ 27,514     $ 27,954     $ 28,796     $ 29,944     $ 30,815     $ 29,902     $ 29,276     $ 28,718     $ 28,434     $ 17,308     $ 11,236  

EBIT(1)

  $ (259   $ (417   $ (683   $ (893   $ (918   $ (215   $ 1,010     $ 3,268     $ 5,743     $ 8,833     $ 11,895     $ 14,865     $ 17,414     $ 19,663     $ 20,140     $ 20,778     $ 21,680     $ 22,410     $ 21,945     $ 21,459     $ 21,290     $ 21,065     $ 12,923     $ 8,366  

 

(1)

EBIT is a non-GAAP financial measure, which should not be considered a substitute for, or superior to, net income as a measure of operating performance or cash flows or as a measure of liquidity. For purposes of the financial projections, EBIT is defined as net income (loss) before interest income (expense) and income taxes.

 

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Adjusted BridgeBio (Ex-Eidos) Projections

The following table presents a summary of the Adjusted BridgeBio (Ex-Eidos) Projections:

 

    Fiscal Year ending December 31,  
    2021E     2022E     2023E     2024E     2025E     2026E     2027E     2028E     2029E     2030E     2031E     2032E     2033E     2034E     2035E     2036E     2037E     2038E     2039E     2040E     2041E     2042E     2043E     2044E     2045E     2046E     2047E  
    (Dollars in millions)  

Low Case

                                                     

Revenue

  $ 104     $ 22     $ 25     $ 31     $ 92     $ 375     $ 1,012     $ 1,667     $ 2,324     $ 2,735     $ 3,201     $ 3,601     $ 3,856     $ 3,827     $ 3,094     $ 2,942     $ 2,832     $ 2,472     $ 2,134     $ 2,071     $ 1,525     $ 1,441     $ 294     $ 70     $ 19     $ 8     $ 2  

EBIT(1)

  ($ 269   ($ 302   ($ 434   ($ 388   ($ 292   ($ 39   $ 435     $ 903     $ 1,394     $ 1,726     $ 2,074     $ 2,384     $ 2,569     $ 2,510     $ 2,062     $ 1,939     $ 1,878     $ 1,658     $ 1,419     $ 1,354     $ 1,022     $ 948     $ 208     $ 50     $ 14     $ 7     $ 1  

Unlevered Free Cash Flow (consolidated)(2)

  ($ 270   ($ 303   ($ 435   ($ 389   ($ 296   ($ 68   $ 286     $ 649     $ 1,046     $ 1,316     $ 1,594     $ 1,845     $ 2,005     $ 1,988     $ 1,698     $ 1,547     $ 1,493     $ 1,344     $ 1,151     $ 1,076     $ 858     $ 757     $ 270     $ 62     $ 16     $ 7     $ 2  

Unlevered Free Cash Flow (excluding minority interests)(2)

  ($ 250<