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Re: DewDiligence post# 192952

Thursday, 11/19/2015 1:41:57 PM

Thursday, November 19, 2015 1:41:57 PM

Post# of 252279
CLDN +10%* on reverse-merger into (private) Eiger BioPharmaceuticals:

http://www.sec.gov/Archives/edgar/data/1305253/000119312515381300/d19344d8k.htm

On November 18, 2015, Celladon Corporation (“Celladon” or the “Company”), Celladon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Celladon (“Merger Sub”), and Eiger BioPharmaceuticals, Inc., a Delaware corporation (“Eiger”), entered into an Agreement and Plan of Merger and Reorganization…

Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, each outstanding share of Eiger common stock will be converted into the right to receive approximately 1.32 shares of common stock of the Company, subject to adjustment as well as the payment of cash in lieu of fractional shares. Immediately following the effective time of the Merger, Celladon equityholders are expected to own approximately 22% of the outstanding capital stock of the Company on a fully diluted basis after giving effect to Eiger’s pre-Merger financing activities referred to below, with the preexisting equityholders of Eiger expected to own approximately 45% and the participants in Eiger’s pre-Merger financing expected to receive approximately 33% for their investment.

…At the effective time of the Merger, the Board of Directors of Celladon is expected to consist of seven members designated by Eiger.

…Prior to Eiger’s entry into the Merger Agreement, certain third parties, including existing stockholders of Eiger, entered into agreements with Eiger pursuant to which such parties have agreed, subject to the terms and conditions of such agreements, to purchase prior to consummation of the Merger shares of Eiger’s capital stock and notes convertible into such shares upon the Merger for an aggregate purchase price of approximately $39.5 million.

Eiger’s pipeline is shown at: http://www.eigerbio.com/pipeline/ .

*CLDN was up 51% earlier today.

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