Talaris Therapeutics Announces Special Dividend in Connection with Merger

Talaris Therapeutics, a leading cell therapy company, has declared a special dividend in connection with its upcoming merger with Tourmaline Bio. The special dividend, estimated to be $1.5118 per share of Talaris common stock, will be payable in cash to eligible shareholders. The exact amount will be calculated after deducting certain cash amounts as outlined in the Merger Agreement.

To be eligible for the special dividend, shareholders must hold their eligible shares until the ex-dividend date on October 20, 2023. The dividend will not exceed $67.5 million, net of the Aggregate Cash Amount specified in the Merger Agreement.

The payment of the special dividend is contingent upon the closing of the merger, which is subject to stockholder approval. The special meeting of Talaris’ stockholders to vote on the merger is scheduled for October 17, 2023, with the closing expected to occur after market close on October 19, 2023, assuming all conditions are met.

Talaris urges all stockholders to complete and return their proxy cards as soon as possible to ensure their shares are represented at the special meeting. Stockholders who hold shares in “street name” should contact their broker, bank, or nominee to ensure their shares are voted.

Tourmaline Bio, a late-stage clinical biotechnology company, focuses on developing transformative medicines for patients with immune diseases. Talaris Therapeutics, prior to exploring strategic alternatives, was developing an innovative method of allogeneic hematopoietic stem cell transplantation.

Both companies are excited about the potential of the merger and the future prospects it holds. The special dividend announcement is a testament to Talaris’ commitment to creating value for its shareholders.

Investors and security holders can access additional information about the merger through the SEC’s website or Talaris’ official website. Copies of relevant documents are available for free.

For further information, please contact Chris Brinzey at ICR Westwicke for Talaris or Lee M. Stern at Meru Advisors for Tourmaline.