- Comera Life Sciences is developing a new generation of
bio-innovative biologic medicines to improve patient access,
safety, and convenience
- This transaction is expected to enable further investment in
a compassionate new era in medicine by applying a deep knowledge of
formulation science and technology to transform essential biologic
medicines from intravenous to subcutaneous forms and thereby give
patients greater flexibility in their care
- Combined company to have an implied initial equity value of
approximately $258.4 million translating into an enterprise value
of approximately $151.3 million, with the proposed business
combination expected to provide approximately $107 million in gross
proceeds, assuming no redemptions by stockholders of OTR
Acquisition Corp.
- All existing Comera investors are rolling 100% of their
equity into the pro forma company
- The proposed business combination is expected to be
completed in the second quarter of 2022
- Investor call with Comera and OTR scheduled for Friday, Feb.
4 at 8:30 a.m. EST
Comera Life Sciences, Inc. (“Comera” or the “Company”), which is
developing a new generation of bio-innovative biologic medicines to
improve patient access, safety, and convenience, and OTR
Acquisition Corp. (Nasdaq: OTRAU, OTRA and OTRAW) (collectively
referred herein as “OTR”), a publicly traded special purpose
acquisition company (SPAC), today announced they have entered into
a business combination agreement. The transaction is expected to
provide Comera with access to the public equity markets and thereby
position Comera to accelerate the development and advancement of
its internal portfolio of subcutaneous (SQ) therapeutics
incorporating the Company’s innovative proprietary SQore™
formulation platform.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220130005060/en/
OTR is a $107 million SPAC led by veteran investor and
entrepreneur Nicholas J. Singer, who serves as Chairman and Chief
Executive Officer. The team is comprised of growth-oriented
executives with a long track record of value creation across
industries, including life sciences, bringing over 100 years of
combined investing and operating experience to this business
combination.
Following the closing of the transaction, the combined company
will continue to operate under the Comera management team led by
Jeff Hackman, Chief Executive Officer; Neal Muni, M.D., Chief
Operating Officer; Kevin Kavanaugh, Chief Financial Officer; and
Robert Mahoney, Ph.D., Chief Scientific Officer. Jim Sherblom will
continue to serve as Executive Chairman of the Comera Board of
Directors.
Comera Overview
Comera is leading a compassionate new era in medicine and
applying a deep knowledge of formulation science and technology to
transform essential biologic medicines from intravenous (IV) to SQ
forms. The goal of this approach is to provide patients with the
freedom of self-injectable care, reduce institutional dependency
and drive cost savings across the healthcare system. The biologics
market is substantial in size and growing rapidly. Currently, seven
out of the top 10 global medicines are biologics1 and, by 2025, it
is expected that the global market for biologics will reach over
$420 billion.2
To drive this transformative approach, Comera is applying its
innovative formulation platform, SQore, to develop a portfolio of
proprietary SQ therapeutics with the goal of lowering healthcare
costs, making it easier for patients to administer their medicines,
and ultimately enhancing patients’ lives. Comera will also continue
to collaborate with pharmaceutical and biotechnology companies,
applying its SQore platform to partners’ biologic medicines to
deliver enhanced formulations that facilitate self-injectable
care.
The Comera team includes compassionate pharmaceutical
executives, patient-centric medical doctors, and industry-leading
experts in pharmaceutical product development, colloid chemistry,
and interfacial dynamics that complement its leadership in
traditional protein chemistry. The Company’s combined protein and
small molecule capability leverages a mechanistic understanding of
protein-protein and protein-solvent interactions to tailor
excipient selection for specific formulation needs. This unique
scientific foundation supports the SQore platform for formulation
work.
OTR and Comera Comments
“We are very excited to support Comera as it develops a new
generation of bio-innovative medicines, which are intended to
expand patient access, safety, and convenience, reducing healthcare
costs while improving quality of life,” said Nicholas J. Singer,
Chairman and Chief Executive Officer of OTR. Mr. Singer continued:
“We believe the transaction with Comera will enable an attractive
entry point and valuation for OTR’s investors within the biologics
market with the potential for significant upside as Comera executes
on its business plan.”
“There is tremendous opportunity in this multi-billion dollar
market to transform the patient treatment experience. We are
excited to welcome OTR as partners through this transaction and
look forward to our evolution as a public company. This will play a
key role in advancing our innovative platform, pipeline, and
partnerships to provide essential biologic medicines in
subcutaneous forms,” said Jeff Hackman, President and Chief
Executive Officer of Comera.
“Patients battling illnesses with intravenous infusion therapies
often turn their lives upside down to access therapy at infusion
centers, and costly, intense treatment regimens can also disrupt
quality of life and impact compliance. At Comera, we are devoted to
helping our patients live a full life regardless of their
prognosis,” said Neal Muni, M.D., Chief Operating Officer of
Comera.
Key Transaction Terms
The combined company, Comera Life Sciences Holdings, Inc.
(“Holdco”), is expected to have a combined implied initial pro
forma equity value of approximately $258.4 million translating into
an enterprise value of approximately $151.3 million, with the
proposed business combination expected to provide approximately
$107 million in gross proceeds from the cash held in trust by OTR.
All references to available cash from the trust account and
retained transaction proceeds are subject to any redemptions by the
public stockholders of OTR and payment of transaction fees and
expenses. As part of the transaction, all Comera shares owned by
Comera’s existing equity holders will be converted into common
stock of Holdco. At closing, approximately 12.6 million shares of
common stock of Holdco will be issued to the Comera stockholders at
an implied value of $10.00 per share, before fees and expenses.
The transaction also includes an earn-out to existing
stockholders of Comera, consisting of approximately 3.15 million
additional shares of Holdco, which will be released to Comera
stockholders if Holdco’s share price is at or above $12.50 for 20
out of 30 consecutive trading days within two years
post-closing.
The transaction, which has been unanimously approved by both
Boards of Directors of Comera and OTR, is subject to approval by
stockholders of OTR and other customary closing conditions. The
holders of a majority of the Comera voting power have approved the
transaction. The proposed business combination is expected to be
completed in the second quarter of 2022.
A more detailed description of the transaction terms and a copy
of the business combination agreement will be included in a Current
Report on Form 8-K to be filed by OTR with the United States
Securities and Exchange Commission ("SEC"). In connection with the
transaction, Holdco, a newly-formed company, will file a
registration statement (which will contain a proxy
statement/prospectus) with the SEC in connection with the
transaction. The registration statement is expected to be filed
with the SEC on a confidential basis later this week.
Advisors
Maxim Group LLC served as sole financial and capital markets
advisor to Comera in connection with the business combination
agreement. Loeb & Loeb LLP is serving as legal counsel for
Comera, and Greenberg Traurig LLP is serving as legal counsel for
OTR.
Investor Call
Comera and OTR will hold an investor call on Friday, Feb. 4 at
8:30 a.m. EST to discuss the business combination. An audio webcast
of the event will be available on the OTR Investor Relations
website at https://otracquisition.com/investors/.
Management Presentation
A presentation regarding the transaction will be available on
the websites of OTR at https://otracquisition.com/investors/ and
Comera at https://comeralifesciences.com/. OTR will also file the
presentation with the SEC as an exhibit to a Current Report on Form
8-K, which can be viewed on the SEC’s website at
https://sec.gov/.
About Comera Life Sciences
Leading a compassionate new era in medicine, Comera Life
Sciences is applying a deep knowledge of formulation science and
technology to transform essential biologic medicines from
intravenous (IV) to subcutaneous (SQ) forms. The goal of this
approach is to provide patients with the freedom of self-injectable
care, reduce institutional dependency and to put patients at the
center of their treatment regimen.
To learn more about the Comera Life Sciences mission, as well as
the proprietary SQore™ platform, visit
https://comeralifesciences.com/.
About OTR Acquisition Corp.
OTR Acquisition Corp. (Nasdaq: OTRA) is a $107 million special
purpose acquisition company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. OTR is sponsored by OTR Acquisition Sponsor LLC, an
affiliate of investor and entrepreneur Nicholas J. Singer and
Purchase Capital. OTR’s units, Class A common stock and warrants
trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker
symbols “OTRAU,” “OTRA,” and “OTRAW,” respectively.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Holdco
intends to file a registration statement on Form S-4 (initially on
a confidential basis) that will include a proxy statement of OTR
and a prospectus of Holdco. The proxy statement/prospectus will be
sent to all OTR and Comera stockholders. Holdco will also file
other documents regarding the proposed business combination with
the SEC. Before making any voting decision, investors and
securities holders of OTR and Comera are urged to read the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed business combination and
the parties to the proposed business combination.
Investors and securities holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Holdco
through the website maintained by the SEC at https://sec.gov/. In
addition, the documents filed by OTR may be obtained free of charge
from OTR’s website at https://otracquisition.com/investors/ or by
written request to OTR Acquisition Corp., 1395 Brickell Avenue,
Suite 800, Miami, Florida 33131.
Participants in the Solicitation
Holdco, OTR and Comera and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from OTR’s stockholders in connection with the proposed
business combination. Information about OTR’s directors and
executive officers and their ownership of OTR’s securities is set
forth in OTR’s filings with the SEC, including OTR’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, which was
filed with the SEC on March 3, 2021 as amended on December 13,
2021. To the extent that holdings of OTR’s securities have changed
since the amounts printed in OTR’s Annual Report, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed business combination may be obtained
by reading the proxy statement/prospectus regarding the proposed
business combination when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between OTR and Comera, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the products offered by
Comera and the markets in which it operates, and Comera’s projected
future results. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including, but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of OTR’s securities, (ii) the
risk that the transaction may not be completed by OTR’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by OTR,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, including the adoption of the business combination
agreement by the stockholders of OTR, the satisfaction of the
minimum trust account amount following redemptions by OTR’s public
stockholders, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed business
combination, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (vi) the effect of the announcement
or pendency of the transaction on Comera’s business relationships,
performance, and business generally, (vii) risks that the proposed
business combination disrupts current plans of Comera and potential
difficulties in Comera’s employee retention as a result of the
proposed business combination, (viii) the outcome of any legal
proceedings that may be instituted against Holdco, Comera or OTR
related to the business combination agreement or the proposed
business combination, (ix) the ability to maintain the listing of
OTR’s securities on the Nasdaq, (x) the price of Holdco’s
securities may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which
Comera operates, variations in performance across competitors,
changes in laws and regulations affecting Comera’s business and
changes in the combined capital structure, (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities, (xii) the risk of downturns
and the possibility of rapid change in the highly competitive
industry in which Comera operates, (xiii) the risk that Comera and
its current and future collaborators are unable to successfully
develop and commercialize Comera’s products or services, or
experience significant delays in doing so, (xiv) the risk that
Comera may never achieve or sustain profitability; (xv) the risk
that Comera will need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or
at all; (xvi) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xvii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Comera’s products and services,
and (xix) the risk that Comera is unable to secure or protect its
intellectual property and (xx) the risk that the post-combination
company’s securities will not be approved for listing on Nasdaq or
if approved, maintain the listing. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of OTR’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Holdco’s registration statement on Form S-4
and the proxy statement/prospectus discussed above and other
documents filed by Holdco or OTR from time to time with the SEC.
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 Holdco, Comera and OTR assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Holdco, Comera nor OTR gives any assurance that
either Comera or OTR will achieve its expectations.
-
https://www.globenewswire.com/news-release/2019/01/11/1690388/0/en/Global-Biologics-Outsourcing-Market-2018-2027-In-2017-7-out-of-10-Blockbuster-Drugs-were-Biologics-Outnumbering-Small-Molecule-Drugs.html
- Research and Markets. (2021, August 18). Global Biologics
Markets Analysis & Forecasts, 2015-2020, 2020-2025F, 2030F
[Press Release].
https://www.globenewswire.com/news-release/2021/08/18/2282604/28124/en/Global-Biologics-Markets-Analysis-Forecasts-2015-2020-2020-2025F-2030F.html#:~:text=The%20global%20biologics%20market%20is,at%20a%20CAGR%20of%2012%25
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220130005060/en/
Investors
John Woolford ICR Westwicke John.Woolford@westwicke.com
Comera Press
Sean Leous ICR Westwicke Sean.Leous@westwicke.com
OTR
Melanie Gounardes Prosek Partners Mgounardes@prosek.com
OTR Acquisition (NASDAQ:OTRAU)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
OTR Acquisition (NASDAQ:OTRAU)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024