UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
| Filed by the Registrant x |
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Filed by a party other than the Registrant ¨ |
Check the appropriate box:
| ¨ |
Preliminary Proxy Statement |
| ¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ |
Definitive Proxy Statement |
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Definitive Additional Materials |
| x |
Soliciting Material Pursuant to §240.14a-12 |
IVERIC bio, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ |
Fee paid previously with preliminary materials. |
| ¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
This Schedule 14A relates solely to preliminary
communications made prior to furnishing security holders of IVERIC bio, Inc. (“the Company”) with a proxy statement
related to a proposed transaction in which a wholly owned subsidiary of Astellas Pharma Inc. (“Guarantor”) will be
merged with and into the Company, with the Company being the surviving corporation and continuing as an indirect wholly owned subsidiary
of Guarantor (the “Proposed Transaction”), upon the terms and subject to the conditions set forth in the Agreement
and Plan of Merger, dated April 28, 2023, among the Company, Astellas US Holding, Inc. (“Parent”), Berry Merger Sub,
Inc., a wholly owned subsidiary of Parent, and Guarantor (together with its subsidiaries, “Astellas”).
This Schedule 14A filing consists of the
following documents relating to the Proposed Transaction:
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Exhibit 99.1: Form of letter distributed to employees |
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Exhibit 99.2: Employee FAQs |
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Exhibit 99.3: Form of letter distributed to clinical trial investigators |
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Exhibit 99.4: Form of letter distributed to key opinion leaders and physicians |
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Exhibit 99.5: Form of letter distributed to partners |
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Exhibit 99.6: Investor Q&A |
* * *
Important Information and Where to Find It
In connection with the proposed acquisition, the Company will be filing
documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. This Schedule 14A
is not a substitute for the proxy statement or any other document which the Company may file with the United States Securities and Exchange
Commission (“SEC”). The definitive proxy statement will be mailed to the Company’s stockholders in connection
with the proposed acquisition. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at the Company’s stockholder meeting to approve the proposed
transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in
the Company’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available)
and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, and all documents filed by the Company with
the SEC are available to all stockholders of the Company free of charge at https://investors.ivericbio.com/financial-information/sec-filings
or by contacting the Company’s investor relations department at the following:
IVERIC bio, Inc.
Kathy Galante
Senior Vice President, Investor Relations
kathy.galante@ivericbio.com
Participants in the Solicitation
The Company, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about the Company’s directors and executive officers is included in the proxy statement for the Company’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Forward-Looking Statements Disclaimer
All statements in this Schedule
14A, other than statements of historical fact, are statements that could be deemed “forward-looking statements.” In
some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,”
“should”, “predict”, “goal”, “strategy”, “potentially,” “estimate,”
“continue,” “anticipate,” “intend,” “could,” “would,” “project,”
“plan,” “expect,” “seek” and similar expressions and variations thereof. The Company intends these
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Private Securities Litigation
Reform Act of 1995.
This Schedule 14A contains
“forward-looking statements” relating to, among other things, the proposed acquisition of the Company, by way of a merger
of a subsidiary of Guarantor with and into the Company and the objectives of such proposed acquisition, Astellas’ and the Company’s
beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition of the Company,
the potential effects of the proposed acquisition on both Astellas and the Company, the expected benefits and success of the Company’s
product candidates, the anticipated timing for approval of ACP, the anticipated financing of the proposed acquisition, and the anticipated
timing of completion of the proposed acquisition, each of which involves substantial risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of the Company and Astellas to complete the transactions contemplated by the Merger Agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the Merger Agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by the Company’s stockholders) in the anticipated timeframe or at all, including
the possibility that the proposed acquisition does not close; the timing and nature of regulatory filings for the Company’s product
candidates, and the possibility of a termination of the Merger Agreement; the possibility that competing offers to acquire the Company
may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that
the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that
the Company’s business and products will not be integrated with those of Astellas successfully; the effects of disruption from the
transactions contemplated by the Merger Agreement on the Company’s business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners;
negative effects of this announcement or the consummation of the proposed acquisition on the market price of Astellas’ or the Company’s
common stock and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions
related to the proposed acquisition or the Company’s business; risks related to the financing of the acquisition; other business
effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for the Company’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; and competitive
developments.
Moreover, Astellas and the Company operate in very competitive and
rapidly changing environments, and new risks emerge from time to time. Astellas and the Company have based these forward-looking statements
on their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and the
Company, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market
conditions, the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive.
You should also carefully consider other risks and uncertainties that may affect the business of the Company, including those described
in the “Forward-Looking Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections
of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the
SEC, all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements and Astellas and the Company assume no obligation to, and do not intend to, update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise, unless required by applicable law.
Important Additional Information
This Schedule 14A is for
informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of the Company’s common stock
or any other securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.1
ISEE Transaction Employee Letter
Team,
Since we
relaunched Iveric Bio in 2017, we have been driven by our mission to deliver transformational therapies for people with retinal diseases
so they can live with hope in sight. Today marks the beginning of an exciting new chapter for Iveric Bio as we announced an agreement
for Astellas Pharma to acquire Iveric Bio for $40.00 per share or approximately $5.9 billion. We encourage you to read the press release
https://www.businesswire.com/news/home/20230430005023/en/Astellas-Enters-Into-Definitive-Agreement-to-Acquire-Iveric-Bio
and attached FAQ to help answer some of your immediate questions.
Today’s announcement represents an important step forward –
one that should accelerate our ability to make a meaningful difference in patients’ lives.
Thanks to your efforts, we have made significant progress on our journey.
As we recently announced, the FDA accepted the filing of our new drug application for ACP for the treatment of geographic atrophy (GA)
secondary to age-related macular degeneration (AMD), granting the NDA priority review and a PDUFA goal date of August 19, 2023. With the
achievement of this important milestone, we moved closer to our goal of providing patients with a treatment for this devastating disease.
The Right Partner for Iveric Bio
By combining
with Astellas, we have found a partner committed to helping us deliver even more innovative treatments for ophthalmic diseases
to patients. Much like us, Astellas is committed to pioneering and developing
transformative therapies to free patients from the fear of deteriorating vision.
Astellas,
headquartered in Tokyo, is a global pharmaceutical company focused on the development of new drugs to address diseases with high unmet
medical needs. Astellas’ vision to be “on the forefront of healthcare change to turn innovative science into VALUE for patients”
is strongly aligned with our values. I encourage you to visit www.astellas.com to learn more.
A significant amount of thought and consideration went into this decision,
which was unanimously approved by our Board of Directors. The Astellas team shares our unrelenting focus on patients and they value the
talent of our employees and what we can provide as part of their organization. They are committed to continuing to build a cutting-edge,
engaging, employee-first organization.
While we will have a change in ownership, we
believe that Astellas’ values strongly align with the values we all share at Iveric Bio.
It is clear that Astellas is the right partner for us at the right
time. Together, we will have enhanced scale and global reach, additional financial resources, and the ability to accelerate the rate at
which we are able to bring our innovative therapies to patients.
Next Steps
So, what does this mean for the day-to-day work of our team
across Iveric Bio? In the short term, nothing is changing. This means there is no change to your leader, role, responsibilities,
compensation, or benefits until the transaction closes, which we expect to occur in the third quarter of 2023 (Astellas’ second
fiscal quarter of 2023). Prior to closing, Iveric Bio and Astellas will continue to operate as separate and independent companies; however,
there are certain things we do that will require consent from Astellas. Our legal team will provide you with guidance. We will continue
to work towards our aspiration of being the Company making the most significant impact in retina.
Astellas is making an important investment in Iveric Bio and our people
and is providing opportunities for their continued career development.
Following the closing of the transaction, Iveric Bio will become a wholly owned subsidiary of Astellas, and will serve as a critical part
of Astellas’ global ophthalmology organization. As with any transaction like this, there will be some
natural overlap in roles, especially with regard to public company operations. However, we expect the impact for a vast majority
of our people to be minimal as Astellas focuses on continued growth.
We will be
holding a town hall tomorrow at 9:00 AM ET / 6:00 AM PT, to discuss this announcement in more detail. The purpose of this town hall is
to share with you why we are so excited about this combination and provide you with additional information about next steps as we work
towards bringing our two companies together. While we don’t have all the answers today, we are committed to keeping you informed
as decisions are made.
Today’s
announcement may generate increased interest in Iveric Bio from the media and others outside our organization. If you receive inquiries
from the media, please immediately forward to Jeannie Neufeld, Senior Director, Public Relations & Communications at jeannie.neufeld@ivericbio.com.
Any inquiries received from investors or other third parties should be sent to Kathy Galante, Senior Vice President, Investor Relations
at kathy.galante@ivericbio.com. We
also ask that you not discuss or post about the transaction on social media as there are SEC rules governing communications regarding
the transaction.
Today is a
transformative day for our Company and marks the beginning of an exciting new chapter in our ability to make a difference in our patients’
lives.
On behalf of our board of directors and leadership team, thank you
for your continued dedication to Iveric Bio, each other and to the patients we serve.
Sincerely,
Glenn P. Sblendorio
Chief Executive Officer
Pravin U. Dugel, MD
President
Cautionary Notice Regarding Forward-Looking Statements
All statements in this communication, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This communication contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition, Iveric Bio will be filing
documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. This communication
is not a substitute for the proxy statement or any other document which Iveric Bio may file with the SEC. The definitive proxy statement
will be mailed to Iveric Bio’s stockholders in connection with the proposed acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC
BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed
at Iveric Bio’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction
should be made only on the basis of the information contained in Iveric Bio’s proxy statement. Investors and security holders may
obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web
site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available to all stockholders of Iveric Bio free of charge
at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.2
ISEE Employee FAQs
| 1. | Why are we pursuing this transaction with Astellas? |
| · | Since we relaunched Iveric Bio in 2017, we have been driven by our mission
to deliver transformational therapies for people with retinal diseases so they can live with hope in sight. |
| · | This transaction represents an important step forward – one that should
accelerate our ability to make a meaningful difference in our patients’ lives. |
| · | Together, we will have enhanced scale and global reach, additional financial
resources, and the ability to accelerate the rate at which we are able to bring our innovative therapies to patients. |
| · | The Astellas team shares our unrelenting focus on patients and values the
talent of our employees and what we can provide as part of their organization. |
| · | Upon close of the transaction, Iveric Bio will become a critical part of
Astellas’ global ophthalmology organization, expanding the combined company’s global reach and providing us with additional
financial resources to accelerate the rate at which we are able to bring our innovative therapies to patients. |
| 2. | Will this transaction impact our mission or strategy? |
| · | No. This transaction reaffirms all that we have accomplished and believe
in as a company and will help accelerate our mission to deliver transformational therapies for people with retinal diseases so they can
live with hope in sight. |
| · | While we will have a change in ownership, we believe that Astellas’ values strongly align with the values we all share at Iveric
Bio. |
| · | We will continue to work towards our aspiration of being the Company making
the most significant impact in ophthalmology. |
| 3. | Why are Iveric Bio and Astellas a good cultural fit? |
| · | A significant amount of thought and consideration went into this decision,
which was unanimously approved by our Board of Directors. |
| · | The Astellas team shares our unrelenting focus on patients and values the
talent of our employees and what we can provide as part of their organization. |
| · | Astellas’ vision to be “on the forefront of healthcare change
to turn innovative science into VALUE for patients” is strongly aligned with our values. |
| · | Much like us, Astellas is committed to pioneering and developing transformative
therapies to free patients from the fear of deteriorating vision. |
| 4. | When do you expect to close the transaction? |
| · | We expect to close the transaction in the third quarter of 2023 (Astellas’
second fiscal quarter, 2023), subject to approval by Iveric Bio’s stockholders and other customary closing conditions, including
receipt of required antitrust approvals. |
| · | Until close, Iveric Bio and Astellas will continue to operate as separate
and independent companies. |
| 5. | What will happen to the Iveric Bio leadership team? |
| · | This transaction is about growth, and we anticipate that the vast majority
of employees, including Iveric Bio leadership, will have the opportunity to continue with the company. |
| · | Upon close of the transaction, we will become a critical part of Astellas’
global ophthalmology organization, expanding the combined company’s global reach and providing us with additional financial resources
to accelerate the rate at which we are able to bring our innovative therapies to patients. |
| 6. | What does this transaction mean for Iveric Bio employees? |
| · | Astellas is making an important investment in Iveric Bio and our people and
is providing opportunities for continued career development while continuing to build
a cutting-edge, engaging, employee-first organization. |
| · | As with any transaction like this, there will be some natural overlap in
roles, especially with regard to public company operations. |
| · | However, we expect the impact from the transaction for the vast majority
of our people to be minimal as Astellas focuses on continued growth. |
| · | We will continue to work towards our aspiration of being the Company making the most significant impact in ophthalmology. |
| 7. | How does this transaction impact my day-to-day responsibilities? |
| · | In the short term, nothing is changing. This means there is no change to
your leader, role, responsibilities, compensation, or benefits at least until the transaction closes. However, the merger agreement limits
the Company from taking certain actions outside of the ordinary course of business without the consent of Astellas before closing. Our
legal team will provide you with guidance. |
| · | In the long-term, we expect minimal impact from the transaction for the vast
majority of employees. |
| · | Astellas is making an important investment in Iveric Bio and our people and
providing opportunities for continued career development while continuing to build a cutting-edge, engaging, employee-first organization.
|
| · | We are committed to keeping you informed as we move forward. |
| 8. | Will there be reductions in force? |
| · | This transaction is about growth, and we expect that the vast majority of
employees will continue in their roles with minimal impact. |
| · | Upon close of the transaction, we will become a critical part of Astellas’
global ophthalmology organization, expanding the combined company’s global reach and providing us with additional financial resources
to accelerate the rate at which we are able to bring our innovative therapies to patients. |
| · | As with any transaction like this, there will be some natural overlap in
roles, especially with regard to public company operations. |
| · | We are committed to keeping you informed as decisions are made between now
and closing, but the best thing we can all do is stay focused on our day-to-day responsibilities and continuing our strong momentum with
ACP. |
| 9. | Does this affect Iveric Bio’s hiring plans? Will there be a hiring freeze? |
| · | At this time, we are not expecting any significant changes to our hiring plans. |
| 10. | Does this affect our budget? |
| · | Until close, Iveric Bio and Astellas will continue to operate as separate
and independent |
| · | At this time, we are not expecting any significant changes to our current budget. |
| · | The merger agreement limits the Company from taking certain actions outside of the ordinary course of business without the consent
of Astellas before closing. Our legal team will provide you with guidance. |
| 11. | If I am terminated, will I receive severance as part of the Change In Control severance plan (CIC plan)? |
| · | This transaction is about growth, and the vast majority of employees will
have the opportunity to continue in their roles with minimal impact. |
| · | As with any transaction like this, there will be some natural overlap in
roles, especially with regard to public company operations. |
| · | Employees who are terminated as result of the transaction are eligible for
the CIC severance plan, in accordance with its terms. |
| · | Additional details regarding the CIC severance plan can be found on the HR
HUB. |
| 12. | Will there be any changes to reporting structures? |
| · | There are no changes to reporting structures at this time. |
| · | We are committed to keeping you informed as decisions are made between now
and closing, but the best thing we can all do is stay focused on our day-to-day responsibilities and continuing our strong momentum with
ACP. |
| 13. | What is the plan for integrating Iveric Bio into Astellas? |
| · | Following the closing of the transaction, Iveric Bio will become a wholly
owned subsidiary of Astellas and will serve as a critical part of Astellas’ global ophthalmology organization. |
| · | We are working through details of the integration planning now. |
| · | While we don’t have all the answers today, we are committed to keeping
you informed as decisions are made. |
| 14. | What will happen to Iveric Bio’s headquarters? Name and brand? |
| · | Following the closing of the transaction, Iveric Bio will become a
wholly owned subsidiary of Astellas and will serve as a critical part of Astellas’ global ophthalmology organization. |
| · | We are working through details of the integration planning now. |
| · | While we don’t have all the answers today, we are committed to keeping
you informed as decisions are made. |
| 15. | Should Iveric Bio employees start working with their Astellas counterparts? |
| · | No. The transaction is expected to close in the third quarter of 2023 (Astellas’
second fiscal quarter of 2023), and until close, Iveric Bio and Astellas will continue to operate as separate and independent companies.
The merger agreement limits the Company from taking certain actions outside of the ordinary course of business without the consent of
Astellas before closing. Our legal team will provide you with guidance. |
| · | We ask that you do not contact anyone at Astellas unless explicitly instructed to do so. |
| 16. | Will my email address change? |
| · | Until the transaction is complete, it is business as usual, and you should
continue to use your existing email address. |
| · | If there are changes following the close of the transaction, we will communicate
those well in advance. |
| 17. | Will Iveric Bio still be a public company? |
| · | Iveric Bio will not be a standalone public company and our stock will stop
trading publicly after the transaction is completed. |
| 18. | Will my compensation and/or benefits change? |
| · | Until the transaction is complete, it is business as usual, and our current compensation and benefits programs remain in effect. |
| 19. | Will I be receiving benefits from Iveric Bio or Astellas going forward? Will I have to change my insurance plan? |
| · | Until the transaction is complete, it is business as usual, and our current compensation and benefits programs remain in effect. |
| · | We are in the early days of this transition, and there are many details to be determined. As integration planning proceeds, you will
be updated if any changes to benefits arrangements are planned following the close of the transaction. |
| 20. | Will there be any changes to our company goals or bonus program? |
| · | We are continuing to execute on our company goals. |
| · | We plan to continue our 2023 annual bonus program and we are also permitted to amend the program to require Astellas to continue the
program for the remainder of calendar year 2023. |
| · | After closing, Astellas has agreed to take into consideration whether the ability to achieve a particular corporate goal was impacted
by the transaction, and if so, consider appropriate adjustments when administering the program. |
| 21. | What will happen to my Iveric Bio equity compensation? |
| · | Once the transaction closes, the vested and unvested portion of any time-based equity award that you hold will be paid out in cash
based on the transaction price of $40.00 per share. See below for further details on how stock options and RSUs will be treated. |
| · | The remaining portion of the ACP performance awards granted to certain employees on July 8, 2022, will continue to vest upon the NDA
acceptance and approval for ACP. That is, vesting of these awards will be subject to hitting the second portion of the milestone which
is based on meeting the goal of NDA approval for ACP. If the milestone is achieved before the transaction closes, the award will vest
as Iveric Bio shares. If the milestone is met after the transaction closes, the award will vest and be paid out in cash based on the transaction
price of $40.00 per share. |
| 22. | If I own any shares of Iveric Bio (ISEE) stock outright - either through an RSU that has vested, a stock option that has been exercised
and held, shares that have been purchased through the Employee Stock Purchase Plan (ESPP), or a purchase of stock I made on my own - what
happens? |
| · | For each share of Iveric Bio stock that you own, at the time of the closing of the transaction, you will be entitled to $40.00 per
share. |
| · | Between now and the closing of the transaction, you have the right to sell any shares that you own outright at your discretion, subject
to our insider trading policy, including any applicable blackout periods. We are currently in a blackout period. As of now, we expect
to open the trading window after we file our first quarter 10Q on or about May 10th, 2023. |
| · | If you are currently enrolled in the ESPP program and you do not make any changes, you will continue to make contributions through
the end of the current offering period ending on June 15th, at which time you will purchase shares through the program. The
current offering period will be the last ESPP offering period. Employees will not be able to enroll in the ESPP going forward. |
| 23. | If I have unvested time-based Restricted Stock Units (RSUs), what happens? |
| · | Upon the closing of the transaction, all unvested time-based RSUs will be converted into the right to receive a cash payment with
a value equal to $40.00 per share subject to the RSU, which will be paid shortly following the closing of the transaction. |
| · | As always, you will be responsible for taxes associated with your equity grants. Please consult a certified financial professional
for more information. |
| 24. | If I have time-based stock options, what happens? |
| · | Upon the closing of the transaction, all outstanding options with an exercise price of less than $40.00 per share will be converted
into the right to receive a cash payment in an amount equal to $40.00 minus the per share exercise price for each option, which amount
will be paid shortly following the closing of the transaction. |
| · | Between now and the closing of the transaction, you have the right to exercise any vested options at your discretion, subject to the
terms of the applicable award agreement and our insider trading policy including any applicable blackout periods. We are currently in
a blackout period. As of now, we expect to open the trading window after we file our first quarter 10Q on or about May 10th,
2023. |
| · | Any options you hold with an exercise price equal to or greater than $40.00 will, at the closing of the transaction, be forfeited
and canceled without payment. |
| · | As always, you will be responsible for associated taxes. Please consult a certified financial professional. |
| 25. | I was hired in April/May. What happens to my equity awards? |
| · | These equity awards will be converted into an equivalent value of time-based RSUs and they will be paid out in cash upon closing of
the transaction as described above. |
| 26. | How does this transaction impact my existing vesting schedule? |
| · | There will be no change to your existing vesting schedule between now and the closing of the transaction. |
| 27. | What happens to any unvested equity if I leave Iveric Bio? |
| · | Any unvested equity will be forfeited if you leave Iveric Bio prior to the closing date of the transaction. |
| 28. | What do I do if I receive inquiries from outside parties? |
| · | If
you receive inquiries from the media, please forward to Jeannie Neufeld, Senior Director,
Public Relations & Communications at jeannie.neufeld@ivericbio.com. |
| · | Any
inquiries received from investors or other third parties should be sent to Kathy Galante,
Senior Vice President, Investor Relations at kathy.galante@ivericbio.com.
|
| · | We also ask that you not discuss or post about the transaction on social
media as there are SEC rules governing communications regarding the transaction. |
| 29. | Where can I go for more information? |
| · | If you have additional questions, please don’t hesitate to reach out to your manager or a member of the HR team. |
| · | We will be holding a town hall tomorrow morning at 9:00 AM ET / 6:00 AM PT, to discuss this announcement in more detail. The purpose
of this town hall is to share with you why we are so excited about this combination and provide you with additional information about
next steps as we work towards bringing our two companies together. |
Cautionary Notice Regarding Forward-Looking Statements
All statements in this communication, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This communication contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection
with the proposed acquisition, Iveric Bio will be filing documents with the SEC, including preliminary and definitive proxy statements
relating to the proposed acquisition. This communication is not a substitute for the proxy statement or any other document which Iveric
Bio may file with the SEC. The definitive proxy statement will be mailed to Iveric Bio’s stockholders in connection with the proposed
acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
Any vote in respect of resolutions to be proposed at Iveric Bio’s stockholder meeting to approve the proposed transaction or other
responses in relation to the proposed transaction should be made only on the basis of the information contained in Iveric Bio’s
proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related
documents filed with the SEC at the SEC’s web site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available
to all stockholders of Iveric Bio free of charge at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.3
ISEE Transaction Clinical Trial
Investigator Letter
[Dear [NAME / Valued Patient] / INSERT CUSTOMARY GREETING],
I’m writing to share some important news about Iveric Bio. Today
we announced that Iveric Bio has agreed to be acquired by Astellas Pharma, a Tokyo-based, global pharmaceutical company focused on the
development of new drugs to address diseases with high unmet medical needs. The press release highlighting this announcement can be found
here: https://www.businesswire.com/news/home/20230430005023/en/Astellas-Enters-Into-Definitive-Agreement-to-Acquire-Iveric-Bio.
Importantly, this announcement has no impact on the ongoing review
of our NDA, the close out of GATHER2 or the ongoing open label extension study and Stargardt clinical trial. This important work is continuing
without interruption, and we remain as committed as ever to executing our mission of discovering and developing treatments for retinal
diseases with significant unmet medical needs.
Much like us, Astellas is committed to pioneering and developing transformative
therapies to free patients from the fear of deteriorating vision. Astellas’ vision to be “on the forefront of healthcare change
to turn innovative science into VALUE for patients” is strongly aligned with our values.
By combining with Astellas,
we will have enhanced scale and global reach, additional financial resources, and the ability to accelerate the rate at which we are able
to bring our innovative therapies to patients. Specifically, Astellas’ blindness and regeneration programs are highly complementary
to our current clinical focus.
We expect the transaction will be completed in the third quarter of
2023 (Astellas’ second fiscal quarter of 2023), subject to approval by Iveric Bio’s stockholders and other customary closing
conditions, including receipt of required antitrust approvals. At that point Iveric Bio will become a wholly owned subsidiary of Astellas,
and will serve as a critical part of Astellas’ global ophthalmology organization.
Until then, we will continue to operate as a separate and independent
company. Should you have any questions, please feel free to reach out to [me / your usual Iveric Bio contact].
As we embark on Iveric Bio’s next chapter, we hope you share
our excitement about Iveric Bio’s future and greatly value your continued support.
Sincerely,
NAME
TITLE
Cautionary Notice Regarding Forward-Looking Statements
All statements in this communication, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This communication contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection
with the proposed acquisition, Iveric Bio will be filing documents with the SEC, including preliminary and definitive proxy statements
relating to the proposed acquisition. This communication is not a substitute for the proxy statement or any other document which Iveric
Bio may file with the SEC. The definitive proxy statement will be mailed to Iveric Bio’s stockholders in connection with the proposed
acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
Any vote in respect of resolutions to be proposed at Iveric Bio’s stockholder meeting to approve the proposed transaction or other
responses in relation to the proposed transaction should be made only on the basis of the information contained in Iveric Bio’s
proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related
documents filed with the SEC at the SEC’s web site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available
to all stockholders of Iveric Bio free of charge at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.4
ISEE Physician / KOL Letter
[Dear [Dr. NAME / Valued Partner] / INSERT CUSTOMARY GREETING],
I’m writing to share some important news about Iveric Bio. Today
we announced that Iveric Bio has agreed to be acquired by Astellas Pharma, a Tokyo-based, global pharmaceutical company focused on the
development of new drugs to address diseases with high unmet medical needs. The press release highlighting this announcement can be found
here: https://www.businesswire.com/news/home/20230430005023/en/Astellas-Enters-Into-Definitive-Agreement-to-Acquire-Iveric-Bio.
Our work, including preparing avacincaptad pegol (ACP) for potential
regulatory approval and commercialization, is continuing without interruption. We remain as committed as ever to executing our mission
of discovering and developing treatments for retinal diseases with significant unmet medical needs.
Since we relaunched Iveric Bio in 2017, we have been driven by our
mission to deliver transformational therapies for people with retinal diseases so they can live with hope in sight. Today’s announcement
represents an important step forward – one that should accelerate our ability to make a meaningful difference in patients’
lives.
Much like us, Astellas is committed to pioneering and developing transformative
therapies to free patients from the fear of deteriorating vision. Astellas’ vision to be “on the forefront of healthcare change
to turn innovative science into VALUE for patients” is strongly aligned with our values.
By combining with Astellas,
we will have enhanced scale and global reach, additional financial resources, and the ability to accelerate the rate at which we are able
to bring our innovative therapies to patients. Specifically, Astellas’ blindness and regeneration programs are highly complementary
to our current clinical focus.
We expect the transaction will be completed in the third quarter of
2023 (Astellas’ second fiscal quarter of 2023), subject to approval by Iveric’s stockholders and other customary closing conditions,
including receipt of required antitrust approvals. At that point Iveric Bio will become a wholly owned subsidiary of Astellas, and will
serve as a critical part of Astellas’ global ophthalmology organization. Until then, we will continue to operate as a separate and
independent company.
Should you have any questions, please feel free to reach out to [me
/ your usual Iveric Bio contact].
As we embark on Iveric Bio’s next chapter, we look forward to
continuing to work together, now as part of a larger, stronger organization.
Thank you for continued partnership and support.
Sincerely,
NAME
TITLE
Cautionary Notice Regarding Forward-Looking Statements
All statements in this communication, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This communication contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition, Iveric Bio will be filing
documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. This communication
is not a substitute for the proxy statement or any other document which Iveric Bio may file with the SEC. The definitive proxy statement
will be mailed to Iveric Bio’s stockholders in connection with the proposed acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC
BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed
at Iveric Bio’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction
should be made only on the basis of the information contained in Iveric Bio’s proxy statement. Investors and security holders may
obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web
site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available to all stockholders of Iveric Bio free of charge
at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.5
ISEE Transaction Partner Letter
[Dear [NAME / Valued Partner] / INSERT CUSTOMARY GREETING],
I’m writing to share some important news about Iveric Bio. Today
we announced that Iveric Bio has agreed to be acquired by Astellas Pharma, a Tokyo-based, global pharmaceutical company focused on the
development of new drugs to address diseases with high unmet medical needs. The press release highlighting this announcement can be found
here: https://www.businesswire.com/news/home/20230430005023/en/Astellas-Enters-Into-Definitive-Agreement-to-Acquire-Iveric-Bio.
We remain as committed as ever to executing our mission of discovering
and developing treatments for retinal diseases with significant unmet medical needs. Any contracts and/or licensing agreements you may
have with Iveric Bio will remain in place. We look forward to continuing to work with you.
Since we relaunched Iveric Bio in 2017, we have been driven by our
mission to deliver transformational therapies for people with retinal diseases so they can live with hope in sight. Today’s announcement
represents an important step forward – one that should accelerate our ability to make a meaningful difference in patients’
lives.
Much like us, Astellas is committed to pioneering and developing transformative
therapies to free patients from the fear of deteriorating vision. Astellas’ vision to be “on the forefront of healthcare change
to turn innovative science into VALUE for patients” is strongly aligned with our values.
By combining with Astellas,
we will have enhanced scale and global reach, additional financial resources, and the ability to accelerate the rate at which we are able
to bring our innovative therapies to patients. Specifically, Astellas’ blindness and regeneration programs are highly complementary
to our current clinical focus.
We expect the transaction will be completed in the third quarter of
2023 (Astellas’ second fiscal quarter of 2023), subject to approval by Iveric Bio’s stockholders and other customary closing
conditions, including receipt of required regulatory approvals. At that point Iveric Bio will become a wholly owned subsidiary of Astellas,
and will serve as a critical part of Astellas’ global ophthalmology organization. Until then, we will continue to operate as a separate
and independent company.
Should you have any questions, please feel free to reach out to [me
/ your usual Iveric Bio contact].
As we embark on Iveric Bio’s next chapter, we look forward to
continuing to work together as part of a larger, stronger organization.
Thank you for continued partnership and support.
Sincerely,
NAME
TITLE
Iveric Bio’s Cautionary Notice Regarding Forward-Looking Statements
All statements in this press release, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This press release contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection with the proposed acquisition, Iveric Bio will be filing
documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. This press release
is not a substitute for the proxy statement or any other document which Iveric Bio may file with the SEC. The definitive proxy statement
will be mailed to Iveric Bio’s stockholders in connection with the proposed acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC
BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed
at Iveric Bio’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction
should be made only on the basis of the information contained in Iveric Bio’s proxy statement. Investors and security holders may
obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web
site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available to all stockholders of Iveric Bio free of charge
at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Exhibit 99.6
ISEE Transaction Investor Top
Q&A
| 1. | Why is this transaction a good deal for shareholders? |
| · | This transaction with Astellas, a highly respected pharmaceutical company, demonstrates the significant value that we have built for
our shareholders and recognizes the tremendous work by our dedicated team
at Iveric Bio. |
| · | The purchase price represents a premium of 64% to Iveric Bio’ unaffected closing share price of US $24.33
on March 31, 2023, and a premium of 75% to Iveric Bio’s 30 trading day volume weighted average price as of March 31, 2023. |
| · | We look forward to the closing of the transaction, which is expected in the third quarter of 2023, and delivering substantial value
to our shareholders. |
| 2. | How did this transaction come about? Who approached whom? Did the Board run a process to sell the company? |
| · | These details will be available in our proxy statement for the stockholders’ meeting to approve the transaction, which will
be filed in the coming weeks. |
| 3. | Is there a break up fee? What approvals are required? |
| · | There is a break up fee as is customary for a transaction of this nature. |
| · | The transaction is subject to approval by Iveric Bio’s stockholders and other customary closing conditions, including receipt
of required antitrust approvals. |
| · | Additional details will be available in the merger agreement, which will be filed imminently. |
Cautionary Notice Regarding Forward-Looking Statements
All statements in this communication, other than statements of historical
fact, are statements that could be deemed “forward-looking statements.” In some cases, forward-looking statements may be identified
by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”,
“strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. Iveric Bio intends these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements in the U.S. Private Securities Litigation Reform Act of 1995.
This communication contains “forward-looking statements”
relating to, among other things, the proposed acquisition of Iveric Bio by Astellas and the objectives of such proposed acquisition, Astellas’
and Iveric Bio’s beliefs and expectations regarding the potential benefits sought to be achieved by Astellas’ proposed acquisition
of Iveric Bio, the potential effects of the proposed acquisition on both Astellas and Iveric Bio, the expected benefits and success of
Iveric Bio’s product candidates, the potential for and anticipated timing for approval of ACP, the anticipated financing of the
proposed acquisition, and the anticipated timing of completion of the proposed acquisition, each of which involves substantial risks and
uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the ability of Iveric Bio and Astellas to complete the transactions contemplated by the merger agreement; the satisfaction or waiver
of the conditions to closing the proposed acquisition set forth in the merger agreement (including the failure to obtain necessary regulatory
approvals and failure to obtain the requisite vote by Iveric Bio stockholders) in the anticipated timeframe or at all, including the possibility
that the proposed acquisition does not close; the timing and nature of regulatory filings for Iveric Bio’s product candidates, and
the possibility of a termination of the merger agreement; the possibility that competing offers to acquire Iveric Bio may be made; risks
related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized within the expected time period; the risk that Iveric Bio’s business
and products will not be integrated with those of Astellas successfully; the effects of disruption from the transactions contemplated
by the merger agreement on Iveric Bio’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; negative effects of this
announcement or the consummation of the proposed acquisition on the market price of Astellas’ or Iveric Bio’s common stock
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed acquisition or Iveric Bio’s business; risks related to the financing of the acquisition; other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange
and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties
inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates
for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable
new clinical data and further analyses of existing clinical data; risks associated with interim data; the risk that clinical trial data
is subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Iveric Bio’s
pipeline products; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s
efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling,
manufacturing processes, safety or other matters that could affect the availability or commercial potential of such products; expectations
regarding personnel and human capital matters; and competitive developments.
Moreover, Astellas and Iveric Bio operate in very competitive and rapidly
changing environments, and new risks emerge from time to time. Astellas and Iveric Bio have based these forward-looking statements on
their current expectations and projections about future events and trends that they believe may affect the financial condition, results
of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Astellas and Iveric
Bio, but they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions,
the timing and results of biotechnology development and potential regulatory approval. The foregoing factors are not exhaustive. You should
also carefully consider other risks and uncertainties that may affect the business of Iveric Bio, including those described in the “Forward-Looking
Statements”, “Summary of Principal Risk Factors”, and “Risk Factors” sections of Iveric Bio’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC, all of which are available
on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and Astellas and Iveric
Bio assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by applicable law.
Additional Information and Where to Find It
In connection
with the proposed acquisition, Iveric Bio will be filing documents with the SEC, including preliminary and definitive proxy statements
relating to the proposed acquisition. This communication is not a substitute for the proxy statement or any other document which Iveric
Bio may file with the SEC. The definitive proxy statement will be mailed to Iveric Bio’s stockholders in connection with the proposed
acquisition. BEFORE MAKING ANY VOTING DECISION, IVERIC BIO’S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
Any vote in respect of resolutions to be proposed at Iveric Bio’s stockholder meeting to approve the proposed transaction or other
responses in relation to the proposed transaction should be made only on the basis of the information contained in Iveric Bio’s
proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related
documents filed with the SEC at the SEC’s web site at www.sec.gov, and all documents filed by Iveric Bio with the SEC are available
to all stockholders of Iveric Bio free of charge at https://investors.ivericbio.com/financial-information/sec-filings.
Participants in the Solicitation
Iveric Bio, and its directors, executive officers and other members
of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed
acquisition. Information about Iveric Bio’s directors and executive officers is included in the proxy statement for Iveric Bio’s
annual meeting of stockholders for 2023, filed with the SEC on April 5, 2023. Additional information regarding these persons and their
interests in the merger will be included in the proxy statement relating to the proposed acquisition when it is filed with the SEC. These
documents, when available, can be obtained free of charge from the sources indicated above.
Important Additional Information
This communication is for informational purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of Iveric Bio common stock or any other securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
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