The $305 million price emerged from a court-supervised competitive bidding process. At the conclusion of an initial auction, the debtors on May 17, 2025 selected Regeneron Pharmaceuticals, Inc. as the successful bidder at $256.0 million in cash, with TTAM as the backup bidder. TTAM then submitted a $305 million bid, and on June 4, 2025 the debtors, TTAM and Regeneron agreed to a further bidding framework starting at TTAM's $305 million offer. Following another round of bidding, the debtors selected TTAM as the winning bidder on June 13, 2025 at $305.0 million in cash, with Regeneron as backup bidder at $151.0 million in cash. The debtors and TTAM signed the Asset Purchase Agreement that same day, and the debtors terminated the Regeneron Asset Purchase Agreement, retaining $15.1 million of Regeneron's earnest deposit to support its back-up bid while releasing the remainder. TTAM was required to post an earnest deposit of $30.5 million in escrow, of which $14.6 million had been deposited as of the June 13 agreement, to be credited against the purchase price at closing or released per the agreement's terms.
Mark Jensen, Chair of the Board and a member of the Special Committee of 23andMe's Board of Directors, said the competitive bidding process "resulted in significantly more value to our stakeholders while enhancing critical protections around customer privacy, choice and consent with respect to their genetic data," adding that Wojcicki is "well positioned to advance the Company's founding vision of helping people access, understand and gain health benefits through greater understanding of the human genome." Anne Wojcicki said she was "thrilled that TTAM Research Institute will be able to continue the mission of 23andMe to help people access, understand and benefit from the human genome," and that "the future of healthcare belongs to all of us."
As part of the agreement, TTAM made binding commitments on data privacy, including honoring existing policies allowing customers to delete accounts and genetic data and opt out of research in perpetuity, notifying all customers by email at least two business days before closing, restricting transfer of genetic data in any future bankruptcy or change of control to only qualified entities that adopt TTAM's privacy policies, establishing a Consumer Privacy Advisory Board within 90 days of closing, and offering customers two years of free Experian identity theft monitoring.
The Bankruptcy Court entered an order on June 27, 2025 authorizing and approving the TTAM Asset Purchase Agreement. The transaction closed on July 14, 2025, at which point 23andMe repaid in full all outstanding indebtedness and terminated all commitments under its Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement with JMB Capital Partners Lending, LLC. The Asset Purchase Agreement had contained termination rights permitting either party to terminate if closing had not occurred by September 1, 2025 (or December 1, 2025 in certain circumstances), or if the Court dismissed or converted the Chapter 11 Cases to Chapter 7 before closing, or if the Court denied approval of the sale; none of those termination triggers occurred given the July 14 closing. The agreement's representations, warranties and pre-closing covenants did not survive closing, and the agreement did not provide for indemnification related to them, consistent with customary terms for a bankruptcy asset sale.
Financial advisory and legal roles match those already on file: TD Cowen LLP served as financial advisor to TTAM Research Institute; Moelis & Company LLC served as investment banker to 23andMe and the Special Committee of its Board of Directors; Alvarez & Marsal North America, LLC served as restructuring advisor to 23andMe; and Reevemark and Scale served as communications advisors to 23andMe. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Carmody MacDonald P.C. served as legal counsel to 23andMe, while Skadden, Arps, Slate, Meagher & Flom LLP, Kirkland & Ellis LLP, Arnold & Porter Kaye Scholer LLP, and Quinn Emanuel Urquhart & Sullivan LLP served as legal advisors to TTAM Research Institute.
Because this was an all-cash asset sale executed through Section 363 of the Bankruptcy Code rather than a stock-for-stock or equity merger, no exchange ratio, pro forma ownership split, EPS accretion/dilution, synergy targets, or tangible book value metrics were disclosed, and none apply to this transaction structure. No S-4 or merger proxy was filed because TTAM is a private nonprofit acquiring assets, not issuing registered securities. 23andMe's Class A common stock was delisted from Nasdaq (Form 25 filed June 6, 2025) and had been trading on the OTC Pink Market under the symbol MEHCQ; the company's common stockholders' recovery, if any, in the Chapter 11 case was not addressed in these filings.