Special dividend estimated to be $1.03 per
share
Payment of special dividend conditioned upon
closing of merger
Graphite Bio, Inc. (Nasdaq: GRPH) (“Graphite” or the “Company”)
today announced that its Board of Directors has declared a special
dividend in connection with the previously announced merger (the
“Merger”) with Lenz Therapeutics, Inc. (“LENZ”) pursuant to the
Agreement and Plan of Merger, dated November 14, 2023 (the “Merger
Agreement”).
The special dividend, which the Company estimates will be $1.03
per share of Graphite’s common stock, will be payable in cash to
the stockholders of record as of March 18, 2024. The exact amount
of the special dividend will be calculated after deducting certain
cash amounts as set forth in the Merger Agreement. The payment date
in respect of such special dividend will be on March 21, 2024. The
special dividend will not exceed an amount equal to $60 million,
subject to the adjustments set forth in the Merger Agreement.
Payment of the special dividend is conditioned upon the closing
of the Merger, which Graphite’s stockholders will consider and vote
upon at the special meeting of Graphite’s stockholders scheduled
for 9:00 a.m. PT on March 14, 2024 with closing expected to occur
after market close on March 21, 2024, assuming the transaction is
approved by Graphite’s stockholders and the satisfaction or waiver
of all conditions under the Merger Agreement.
If you need assistance in voting your shares or have questions
regarding the special meeting of Graphite’s stockholders, please
contact Graphite’s proxy solicitor, MacKenzie Partners, Inc. at
(800) 322-2885 (toll-free) or (212) 929-5500 (collect), or email at
proxy@mackenziepartners.com.
About LENZ
LENZ is a late-stage biopharmaceutical company focused on
developing and commercializing innovative therapies to improve
vision. Its product candidates, LNZ100 and LNZ101, are
preservative-free, single-use, once-daily, aceclidine-based eye
drops currently in Phase 3 clinical trials for the treatment of
presbyopia. Presbyopia impacts an estimated 1.8 billion people
globally and 128 million people in the United States. LENZ is
headquartered in San Diego, California, and is backed by venture
capital investors, including Versant Ventures, RA Capital
Management, Alpha Wave Global, Point72, Samsara BioCapital,
Sectoral Asset Management and RTW Investments. For more
information, visit: LENZ-Tx.com.
About Graphite
Graphite has historically been a clinical-stage, next-generation
gene editing company. In February 2023, Graphite announced its
decision to discontinue the development of nulabeglogene
autogedtemcel ("nula-cel"), Graphite’s lead product candidate for
sickle cell disease, and to initiate a process to explore and
review a range of strategic alternatives focused on maximizing
stockholder value from Graphite’s product development assets and
cash resources. For more information, please visit
www.graphitebio.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, express or implied statements regarding the structure, timing
and completion of the proposed merger by and between Graphite and
LENZ; the combined company’s listing on Nasdaq after the closing of
the proposed Merger; expectations regarding the ownership structure
of the combined company; the anticipated timing of the closing of
the Merger (the “Closing”); the expected executive officers and
directors of the combined company; expectations regarding the
structure, timing and completion of a concurrent private financing,
including investment amounts from investors, timing of closing,
expected proceeds and impact on ownership structure; each company’s
and the combined company’s expected cash position at the Closing
and cash runway of the combined company following the Merger and
private financing; the future operations of the combined company,
including commercialization activities, timing of launch and
buildout of commercial infrastructure; the nature, strategy and
focus of the combined company; the development and commercial
potential and potential benefits of any product candidates of the
combined company, including expectations around market exclusivity
and IP protection; the location of the combined company’s corporate
headquarters; anticipated clinical drug development activities and
related timelines, including the expected timing for announcement
of data and other clinical results and potential submission of a
New Drug Application for one or more product candidates; and other
statements that are not historical fact. All statements other than
statements of historical fact contained in this communication are
forward-looking statements. These forward-looking statements are
made as of the date they were first issued, and were based on the
then-current expectations, estimates, forecasts, and projections,
as well as the beliefs and assumptions of management. There can be
no assurance that future developments affecting Graphite, LENZ, the
Merger or the concurrent private financing will be those that have
been anticipated.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Graphite’s control. Graphite’s actual results could
differ materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited to
(i) the risk that the conditions to the Closing are not satisfied,
including the failure to timely obtain stockholder approval for the
transaction, if at all; (ii) uncertainties as to the timing of the
consummation of the proposed Merger and the ability of each of
Graphite and LENZ to consummate the proposed Merger; (iii) risks
related to Graphite’s ability to manage its operating expenses and
its expenses associated with the proposed Merger pending the
Closing; (iv) risks related to the failure or delay in obtaining
required approvals from any governmental or quasi-governmental
entity necessary to consummate the proposed Merger; (v) the risk
that as a result of adjustments to the exchange ratio, Graphite
stockholders and LENZ stockholders could own more or less of the
combined company than is currently anticipated; (vi) risks related
to the market price of Graphite’s common stock relative to the
value suggested by the exchange ratio; (vii) unexpected costs,
charges or expenses resulting from the transaction; (viii)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed
Merger; (ix) the uncertainties associated with LENZ’s product
candidates, as well as risks associated with the clinical
development and regulatory approval of product candidates,
including potential delays in the completion of clinical trials;
(x) risks related to the inability of the combined company to
obtain sufficient additional capital to continue to advance these
product candidates; (xi) uncertainties in obtaining successful
clinical results for product candidates and unexpected costs that
may result therefrom; (xii) risks related to the failure to realize
any value from product candidates being developed and anticipated
to be developed in light of inherent risks and difficulties
involved in successfully bringing product candidates to market;
(xiii) risks associated with the possible failure to realize
certain anticipated benefits of the proposed Merger, including with
respect to future financial and operating results; (xiv) the risk
that the private financing is not consummated upon the Closing; and
(xv) the risk that Graphite stockholders receive more or less of
the cash dividend than is currently anticipated, among others.
Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a
result of these risks and uncertainties. These and other risks and
uncertainties are more fully described in periodic filings with the
SEC, including the factors described in the section titled “Risk
Factors” in Graphite’s Annual Report on Form 10-K for the year
ended December 31, 2023, filed with the SEC on February 27, 2024,
and in other filings that Graphite makes and will make with the SEC
in connection with the proposed Merger, including the Proxy
Statement/Prospectus described below under “Additional Information
and Where to Find It.” You should not place undue reliance on these
forward-looking statements, which are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements. Graphite expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
This communication does not purport to summarize all of the
conditions, risks and other attributes of an investment in Graphite
or LENZ.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor a solicitation
of any vote or approval with respect to the proposed transaction or
otherwise. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act, and otherwise in accordance with applicable
law.
Additional Information and Where to Find It
This communication relates to the proposed Merger involving
Graphite and LENZ and may be deemed to be solicitation material in
respect of the proposed Merger. In connection with the proposed
Merger, Graphite has filed relevant materials with the SEC,
including a registration statement on Form S-4 (the “Form S-4”),
which has been declared effective by the SEC and contains a
definitive proxy statement and prospectus (the “Proxy
Statement/Prospectus”). This communication is not a substitute for
the Form S-4, the Proxy Statement/Prospectus or for any other
document that Graphite may file with the SEC and or send to
Graphite’s shareholders in connection with the proposed Merger.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
OF GRAPHITE ARE URGED TO READ THE FORM S-4, THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRAPHITE, THE
PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Form S-4, the Proxy Statement/Prospectus and other
documents filed by Graphite with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed by Graphite with the SEC will also be available
free of charge on Graphite’s website at www.graphitebio.com, or by
contacting Graphite’s Investor Relations at
investors@graphitebio.com.
Participants in the Solicitation
Graphite, LENZ, and their respective directors and certain of
their executive officers may be considered participants in the
solicitation of proxies from Graphite’s shareholders with respect
to the proposed Merger under the rules of the SEC. Information
about the directors and executive officers of Graphite is set forth
in its Annual Report on Form 10-K for the year ended December 31,
2023, which was filed with the SEC on February 27, 2024 and other
documents that may be filed from time to time with the SEC.
Additional information regarding the persons who may be deemed
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
have been included in the Form S-4, the Proxy Statement/Prospectus
and other relevant materials filed, or to be filed, with the SEC.
You may obtain free copies of this document as described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240308823204/en/
LENZ Contact Information Investors Julie Seidel Stern
Investor Relations, Inc. 212-698-8684 Julie.seidel@sternir.com
Graphite Contact Information Investors and Media Caitlin
Murray Consulting General Counsel ir@graphitebio.com
Graphite Bio (NASDAQ:GRPH)
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