Under the terms of the agreement, Pfizer will make a cash tender offer for all of the outstanding common stock of Coley for $8 per share, representing an enterprise value of $164 million. The transaction is subject to customary closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the acquisition by Pfizer of a majority of Coley's shares. Shareholders holding approximately 27% of the Coley shares have entered into agreements to tender their shares in the offer.
Coley is a pioneer in a new class of drug candidates called TLR Therapeutics, which work by stimulating or blocking important immune system receptors called Toll-like receptors (TLRs)--which, in turn, direct the immune system to fight disease. Coley has discovered proprietary clinical stage drug candidates targeting TLRs 7, 8 and 9.