On February 19, Tocagen, a San Diego-based biopharmaceutical company developing gene therapy products for the treatment of cancer, and Forte Biosciences, a clinical-stage biotechnology company focused on the treatment of inflammatory skin diseases, announced a definitive agreement under which Tocagen will merge with Forte in an all-stock transaction. Wilson Sonsini Goodrich & Rosati is advising Forte Biosciences in the transaction.

The merger is structured as a stock-for-stock transaction whereby all of Forte's outstanding shares of common stock and securities exercisable for Forte's common stock will be exchanged for Tocagen common stock and securities exercisable for Tocagen common stock. The merged company will focus on advancing Forte’s clinical program in inflammatory skin diseases and will operate under the name Forte Biosciences. An investor syndicate that includes Alger, BVF Partners LP and OrbiMed have entered into a securities purchase agreement to invest $14 million in the combined company, subject to customary conditions. The financing will help fund the further development of the combined company's clinical programs, and is expected to close immediately prior to the completion of the merger.

The transaction has been approved by the board of directors of both companies. The merger is expected to close in the second quarter of 2020.

The Wilson Sonsini team advising Forte Biosciences includes the following attorneys:

Corporate and M&A
Dan Koeppen, Partner
Rob Ishii, Partner
Ethan Lutske, Partner
Tom Hornish, Of Counsel
Benjamin Capps, Associate

Patents and Innovations
Michael Hostetler, Partner

Employee Benefits and Compensation
Matthew Norgard, Associate

For more information, please see the joint press release.