SCHEDULE: Redmile Group Exits IGM Biosciences Post-Merger

Redmile Group, LLC reports the disposition of its entire stake in IGM Biosciences, Inc. following the completion of the company's acquisition by Concentra Biosciences, LLC.

Summary

• Redmile Group, LLC and Jeremy C. Green have ceased to be beneficial owners of IGM Biosciences, Inc. Common Stock as of August 14, 2025.
• This follows the completion of a tender offer and subsequent merger where Concentra Merger Sub V, Inc., a subsidiary of Concentra Biosciences, LLC, acquired all outstanding shares of IGM Biosciences, Inc.
• The tender offer, which expired on August 13, 2025, saw Redmile and its funds tender 100% of their Issuer Shares, including 2,952,131 shares of Common Stock and 7,199,325 shares of Non-Voting Common Stock.
• Shareholders received $1.247 in cash per share plus one Contingent Value Right (CVR) per share.
• Redmile also held 667,666 Pre-Funded Warrants, which converted into cash (Offer Price minus exercise price) and one CVR per underlying share.
• Out-of-the-money options held by Redmile were cancelled for no consideration.
• The CVRs entitle holders to contingent cash payments based on 100% of Closing Net Cash exceeding $82.0 million and 80% of Net Proceeds from certain product/patent dispositions within one year of the merger closing.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger and tender offer, providing liquidity to the reporting entity and potential future value through CVRs. While it marks the end of direct equity ownership, the transaction appears to have proceeded as expected, which is a neutral to positive outcome for the reporting investor.

Positives

• Redmile Group successfully divested its entire equity stake in IGM Biosciences, Inc. through the tender offer and merger.
• Received a cash payment of $1.247 per share for tendered stock and warrants.
• Retained potential for future contingent cash payments through Contingent Value Rights (CVRs) tied to IGM Biosciences' net cash and future asset monetization.

Negatives

• Redmile Group no longer holds direct equity interest in IGM Biosciences, Inc.
• Out-of-the-money options held by Redmile were cancelled for no consideration.

Risks

• The value of the Contingent Value Rights (CVRs) is uncertain and depends on future financial performance (Closing Net Cash exceeding $82.0 million) and successful monetization of certain products and patents within one year of the merger closing.

Future Outlook

The future outlook for former IGM Biosciences shareholders who received CVRs depends on the company's Closing Net Cash exceeding $82.0 million and the successful monetization of certain products and patents within one year of the merger closing, with 80% of Net Proceeds from such dispositions being distributed.

Industry Context

This transaction represents a consolidation event within the biotechnology sector, where a smaller, publicly traded company (IGM Biosciences) is acquired by a private entity (Concentra Biosciences). Such acquisitions are common in biotech, often driven by the acquiring entity's interest in specific pipelines, intellectual property, or market positions, and can provide liquidity to investors in the acquired company.

Management Changes

Related Party Transactions

• Michael Lee, a managing director of Redmile, held 12,712 shares of Common Stock issued pursuant to fully vested RSUs as a nominee on behalf, and for the sole benefit, of Redmile and its affiliates, assigning all economic, pecuniary, and voting rights to Redmile. These shares were tendered in the Offer.

Stakeholder Impact

• Shareholders (of IGM Biosciences): Received cash and CVRs for their shares, ending their direct equity ownership in the company.
• Redmile Group (as a former shareholder): Successfully exited its investment in IGM Biosciences, receiving cash and CVRs.
• Employees (of IGM Biosciences): The merger likely impacts employees; in-the-money options vested and converted to cash and CVRs, while out-of-the-money options were cancelled for no consideration.

Next Steps

• Potential future contingent cash payments to CVR holders based on IGM Biosciences' Closing Net Cash and Net Proceeds from certain asset dispositions within one year of the merger closing.

Key Dates

Keywords

IGM Biosciences, Redmile Group, Concentra Biosciences, Tender Offer, Merger, Schedule 13D, CVR, Contingent Value Right, Biotech Acquisition, Share Disposition, Investment Management