Day One Biopharmaceuticals (DAWN) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands the pipeline with emiltatug ledadotin (Emi-Le), a first-in-class ADC targeting rare cancers, especially ACC, which lacks approved therapies.

• Emi-Le aligns with expertise in targeted oncology and leverages prior success in rare disease drug development.

• The deal is driven by compelling early clinical data, including anti-tumor activity in Phase 1 studies, and the opportunity to create transformative therapies for underserved patients.

• The acquisition fits the long-term growth strategy, diversifies the pipeline, and aligns with the mission to address unmet medical needs.

• Day One's R&D and commercial capabilities are positioned to maximize the impact of Emi-Le for ACC and potentially other tumor types.

Financial terms and conditions

• Agreement to acquire all outstanding shares at $25 per share in cash ($129 million total), plus a non-tradable contingent value right (CVR) up to $30.25 per share, tied to clinical, regulatory, and commercial milestones, for a maximum deal value of about $285 million.

• Transaction funded entirely from existing cash resources; no additional financing required.

• Company maintains a strong capital position post-transaction, supporting ongoing operations and growth.

Synergies and expected cost savings

• Integration of Emi-Le leverages existing R&D and commercial infrastructure to accelerate development and maximize value.

• Structured milestone payments align future outlays with value creation milestones.