Frazier Lifesciences Acquisition Corporation (Nasdaq: FLAC)
(“FLAC”), a special purpose acquisition company sponsored by an
affiliate of Frazier Healthcare Partners, announced today that its
shareholders voted to approve the proposed business combination
(the “Business Combination”) with NewAmsterdam Pharma Holding B.V.
(“NewAmsterdam”), a late clinical-stage company focused on the
research and development of transformative oral therapies for major
cardiometabolic diseases.
More than 90% of the votes cast at the Extraordinary General
Meeting of Shareholders (the “General Meeting”) were cast in favor
of the previously announced business combination. FLAC shareholders
also voted to approve all other proposals presented at the General
Meeting. The formal results of the vote will be included in a
Current Report on Form 8-K to be filed by FLAC with the Securities
and Exchange Commission (the “SEC”).
In connection with the Business Combination, the holders of
approximately 32% of FLAC Class A ordinary shares exercised their
right to redeem their shares for cash.
The business combination is expected to close on November 22,
2022, subject to the satisfaction or waiver of customary closing
conditions.
Upon closing, the ordinary shares and redeemable warrants of the
combined company, NewAmsterdam Pharma Company N.V. (the “Company”),
will be listed on The Nasdaq Stock Market LLC under the ticker
symbols “NAMS” and “NAMSW” respectively, and are anticipated to
begin trading on November 23, 2022. Any FLAC units will
automatically separate into the equivalent Class A ordinary shares
and warrants upon the consummation of the business combination.
“We continue to be grateful to our shareholders for their
continued support,” said James Topper, M.D., Ph.D., Managing
Partner at Frazier Healthcare Partners and Chairman of the Board of
Directors and Chief Executive Officer of FLAC.
About NewAmsterdam
NewAmsterdam is a private clinical-stage biopharmaceutical
company whose mission is to improve patient care in populations
with metabolic diseases where traditional therapies have not been
sufficiently successful or well-tolerated. NewAmsterdam is
investigating obicetrapib, a next-generation oral, low-dose and
once-daily CETP inhibitor, as the preferred LDL-C-lowering therapy
for high-risk cardiovascular disease (“CVD”) patients. Results from
NewAmsterdam’s ROSE Phase 2b trial (presented at AHA Scientific
Sessions in 2021) included observations that patients receiving
obicetrapib 10mg experienced reduced LDL-C by 51% versus baseline
in patients on statin therapy (vs. a 7% reduction in the placebo
arm). Based in the Netherlands, NewAmsterdam was founded in 2019 by
the venture capital firm Forbion and John Kastelein, Chief
Scientific Officer of NewAmsterdam, and closed a $196 million (€160
million) Series A financing in January 2021 led by Forbion,
Morningside Ventures and Ascendant BioCapital. In June 2022,
NewAmsterdam entered into an exclusive licensing agreement with the
Menarini Group for the commercialization of obicetrapib in Europe,
while retaining all rights to commercialize obicetrapib, if
approved, in the rest of the world, as well as rights to develop
certain forms of obicetrapib for other diseases such as Alzheimer’s
disease. For more information, please visit:
www.newamsterdampharma.com.
About Frazier Lifesciences Acquisition Corporation
FLAC is blank check company incorporated as a Cayman Islands
exempted company in October 2020 for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities. FLAC was formed to leverage the extensive
experience and track record of its management team with the goal of
financing a company that can both develop transformative therapies
for patients in need and deliver significant returns to its
investors. For more information, please visit:
www.frazierlifesciencesacquisition.com.
About Frazier Healthcare Partners
Founded in 1991, Frazier Healthcare Partners is a leading
provider of private equity capital to healthcare companies. With
more than $8.1 billion total capital raised, Frazier has invested
in more than 200 companies with transaction types ranging from
buyouts of profitable healthcare companies to venture capital and
company creation. Frazier has a philosophy of partnering with
strong management teams while leveraging its internal operating
resources and network to build exceptional companies. Frazier has
offices in Seattle, Washington, and Menlo Park, California, and
invests broadly across the U.S., Canada and Europe. For more
information, please visit: www.frazierhealthcare.com.
Advisors
Credit Suisse Securities (USA) LLC is acting as lead PIPE
placement agent, financial advisor and capital markets advisor to
FLAC. Jefferies LLC, SVB Securities LLC and William Blair &
Company, L.L.C. are also acting as PIPE placement agents to FLAC
and Jefferies LLC and William Blair & Company, L.L.C. are also
acting as financial advisor and capital markets advisor to FLAC.
SVB Securities LLC is acting as financial advisor and capital
markets advisor to NewAmsterdam. Moelis & Co. is also acting as
financial advisor to NewAmsterdam. Covington & Burling LLP is
acting as legal counsel to NewAmsterdam. Goodwin Procter LLP is
acting as legal counsel to FLAC. Kirkland & Ellis LLP is acting
as legal counsel to the PIPE placement agents.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination and shall not constitute an
offer to sell or a solicitation of an offer to buy any securities
nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward Looking Statements
Certain statements included in this document that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward looking statements include, but are not limited to,
statements regarding the size and growth potential of the markets
for NewAmsterdam’s product candidate; the therapeutic and curative
potential of NewAmsterdam’s product candidate; financing and other
business milestones; potential benefits of the proposed
transactions; and expectations relating to the proposed
transactions, including the proceeds of the business combination
and NewAmsterdam’s expected cash runway. These statements are based
on various assumptions, whether or not identified in this document,
and on the current expectations of NewAmsterdam’s, the Company’s
and FLAC’s management and are not predictions of actual
performance. These forward looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on as a guarantee, an assurance, a prediction,
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
from assumptions. Many actual events and circumstances are beyond
the control of NewAmsterdam, the Company and FLAC. These forward
looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business,
market, financial, political, and legal conditions; the inability
of the parties to successfully or timely enter into definitive
agreements with respect to the proposed transactions or consummate
the proposed transactions, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions (such as any SEC statements or
enforcements or other actions relating to special purpose
acquisition companies) that could adversely affect NewAmsterdam or
the expected benefits of the proposed transactions; failure to
realize the anticipated benefits of the proposed transactions;
matters discovered by FLAC, the Company or NewAmsterdam as they
complete their respective due diligence investigations of each
other; risks relating to the uncertainty of the projected financial
information with respect to NewAmsterdam and the Company; risks
related to the approval of NewAmsterdam’s product candidate and the
timing of expected regulatory and business milestones; ability to
negotiate definitive contractual arrangements with potential
customers; the impact of competitive product candidates; ability to
obtain sufficient supply of materials; the impact of COVID 19;
global economic and political conditions, including the
Russia-Ukraine conflict; the effects of competition on
NewAmsterdam’s future business; the amount of redemption requests
made by FLAC’s public shareholders; and those factors discussed in
documents FLAC has filed or will file with the SEC, including the
other risks and uncertainties described in the “Risk Factors”
section of FLAC’s registration statement on Form S-1, as amended
(File No. 333-250858), the registration statement filed on Form
F-4, as amended (File No. 333-266510) in connection with the
proposed transactions and other documents filed from time to time.
Additional risks related to NewAmsterdam’s business include, but
are not limited to: uncertainty regarding outcomes of
NewAmsterdam’s ongoing clinical trials, particularly as they relate
to regulatory review and potential approval for its product
candidate; risks associated with NewAmsterdam’s efforts to
commercialize a product candidate; NewAmsterdam’s ability to
negotiate and enter into definitive agreements on favorable terms,
if at all; the impact of competing product candidates on
NewAmsterdam’s business; intellectual property related claims;
NewAmsterdam’s ability to attract and retain qualified personnel;
ability to continue to source the raw materials for its product
candidate. If any of these risks materialize or FLAC’s, the
Company’s or NewAmsterdam’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither FLAC, the Company nor NewAmsterdam presently know or that
FLAC, the Company and NewAmsterdam currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect FLAC’s, the Company’s and NewAmsterdam’s
expectations, plans, or forecasts of future events and views as of
the date of this document and are qualified in their entirety by
reference to the cautionary statements herein. FLAC, the Company
and NewAmsterdam anticipate that subsequent events and developments
will cause FLAC’s, the Company’s and NewAmsterdam’s assessments to
change. These forward-looking statements should not be relied upon
as representing FLAC’s, the Company’s and NewAmsterdam’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Neither FLAC, the Company, NewAmsterdam
nor any of their respective affiliates undertake any obligation to
update these forward-looking statements, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221115006195/en/
NewAmsterdam or Company Media Contact Spectrum Science on
behalf of NewAmsterdam Carmen Lopez P: 1 773-306-6285
clopez@spectrumscience.com
NewAmsterdam or Company Investor Contact Stern Investor
Relations on behalf of NewAmsterdam Hannah Deresiewicz P: 1
212-362-1200 hannah.deresiewicz@sternir.com
FLAC Contacts: James Topper P: 1 650-325-5156
james@frazierhealthcare.com
David Topper P: 1 650-325-5156
david.topper@frazierhealthcare.com
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