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United States securities and exchange commission logo
March 19, 2024
Luke Jennings
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP
NGM Biopharmaceuticals, Inc.
333 Oyster Point Boulevard
South San Francisco, CA 94080
Re: NGM
Biopharmaceuticals, Inc.
Schedule TO-T/13E-3
filed March 8, 2024
Filed by The Column
Group, LP et al.
File No. 005-90978
Dear Luke Jennings:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-T/13E-3 filed March 8, 2024; Offer to Purchase
Position of Parent and Purchaser Regarding Fairness of the Offer and the
Merger, page 18
1. Please revise your
disclosure to address all of the factors included in Instruction 2 to Item
1014 of Regulation M-A.
Price Range of Shares; Dividends, page 21
2. It would appear that
the top line of the table on page 22 should indicate a high price of
$1.91, rather than
$1.54. Please revise accordingly, or advise.
Possible Effects of the Offer on the Market for the Shares; Nasdaq
Listing; Exchange Act
Registration and Margin Regulations, page 22
3. The disclosure in this
section is drafted in such a way as to suggest that there is a
reasonable likelihood
that shares will be purchased in the tender offer without the merger
Luke Jennings
NGM Biopharmaceuticals, Inc.
March 19, 2024
Page 2
being consummated. Given the Minimum Tender Condition, and what would
appear to be
the absence of other problematic conditions, it is unclear why the
drafting takes such tone.
Please revise, or advise.
Fees and Expenses, page 57
4. Please revise to provide a reasonably itemized statement of all
expenses incurred or
estimated to be incurred in connection with the transaction, or
advise. Such statement
should include a quantification of legal expenses. Refer to Item
1007(c) Regulation M-A
and Item 10 of Schedule 13E-3.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
FirstName LastNameLuke Jennings Sincerely,
Comapany NameNGM Biopharmaceuticals, Inc.
Division of
Corporation Finance
March 19, 2024 Page 2 Office of
Mergers and Acquisitions
FirstName LastName