Pardes Biosciences, Inc. (Nasdaq: PRDS) today announced that it has
entered into a definitive merger agreement whereby MediPacific,
Inc. (Purchaser) will acquire Pardes for a price per share of not
less than $2.02 in cash and an additional cash amount of not more
than $0.17 per share, with the final price per share being based on
the amount of the Company’s net cash at closing, plus a
non-tradeable contingent value right (the CVR) associated with any
future monetization of its COVID-19 antiviral portfolio and related
intellectual property.
Following a thorough review process conducted
with the assistance of its legal and financial advisors, a Special
Committee of the Pardes Board of Directors, consisting solely of
independent and disinterested members of the Pardes Board of
Directors, determined that the acquisition by Purchaser—of which
Foresite Capital Management (Foresite), a significant Pardes
stockholder, and Dr. James Tananbaum, a founding partner of
Foresite Capital and a director on the Pardes Board of Directors,
are the controlling stockholders—is in the best interests of all
Pardes stockholders not affiliated with Foresite, and has
unanimously recommended the merger agreement to the Pardes Board of
Directors. Based upon the recommendation of the Special Committee
and with the assistance of legal and financial advisors, the
disinterested members of the Pardes Board of Directors have
unanimously determined that the acquisition by Purchaser is in the
best interests of all Pardes stockholders not affiliated with
Foresite and have unanimously approved the merger agreement.
Pursuant to the terms of the merger agreement, a
subsidiary of Purchaser will commence a tender offer by July 28,
2023 to acquire all outstanding shares of Pardes for a price per
share of not less than $2.02 in cash and an additional cash amount
of not more than $0.17 per share at closing plus the CVR
representing the right to receive 80% of the net proceeds payable
from any license or disposition of Pardes’ programs and assets
effected within five years of closing.
Closing of the tender offer is subject to
certain conditions, including the tender of Pardes shares
representing at least a majority of the total number of outstanding
shares not held by affiliates of the Purchaser as of immediately
following the consummation of the offer; Pardes having at least
$125 million of net cash at closing; and other customary
conditions. Immediately following the closing of the tender offer,
Pardes will merge with a subsidiary of the Purchaser, and all
remaining shares not tendered in the offer, other than dissenting
shares and shares held by Purchaser or Pardes, will be converted
into the right to receive the same cash and CVR consideration per
share as is provided in the tender offer. The acquisition is
expected to close in the third quarter of 2023.
Advisors
Leerink Partners is acting as exclusive
financial advisor and Fenwick & West LLP is acting as legal
counsel to Pardes. Paul, Weiss, Rifkind, Wharton & Garrison LLP
is acting as legal counsel to Purchaser.
About Pardes Biosciences,
Inc.
Pardes Biosciences is a company that has focused
on discovering, developing and commercializing novel oral antiviral
therapeutics to improve the lives of patients suffering from
life-threatening disease, starting with COVID-19. For more
information, please visit www.pardesbio.com.
Cautionary Notice Regarding
Forward-Looking Statements
This communication contains “forward-looking
statements” relating to the proposed acquisition of the Company by
Purchaser. Such forward-looking statements include, but are not
limited to, the ability of the Company and Purchaser to complete
the transactions contemplated by the merger agreement, including
the parties’ ability to satisfy the conditions to the consummation
of the offer contemplated thereby and the other conditions set
forth in the merger agreement, statements about the expected
timetable for completing the transactions, the Company’s and
Purchaser’s beliefs and expectations and statements about the
benefits sought to be achieved by Purchaser’s proposed acquisition
of the Company, the potential effects of the acquisition on both
the Company and Purchaser, the possibility that the conditions to
payments under the CVRs will be met and the possibility of any
termination of the merger agreement. 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. These words are intended to
identify forward-looking statements. The Company has based these
forward-looking statements on current expectations and projections
about future events, but there can be no guarantee that such
expectations and projections will prove accurate in the future.
All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to
the timing of the offer and the subsequent merger; uncertainties as
to how many of the Company’s stockholders unaffiliated with the
Purchaser will tender their shares in the offer; the risk that
competing offers or acquisition proposals will be made; the
possibility that various conditions to the consummation of the
merger and the offer contemplated thereby may not be satisfied or
waived; the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement,
including in circumstances which would require the Company to pay a
termination fee; the effects of disruption from the transactions
contemplated by the merger agreement; and the risk that stockholder
litigation in connection with the offer or the merger may result in
significant costs of defense, indemnification and liability.
Moreover, the Company operates in a very competitive and rapidly
changing environment, and new risks emerge from time to time.
Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it cannot guarantee
future events, results, actions, levels of activity, performance or
achievements, business and market conditions, the timing and
results of any developments and whether the conditions to the
closing of the proposed transaction are satisfied on the expected
timetable or at all. Additional factors that may affect the future
results of the Company are set forth in the Company’s filings with
the U.S. Securities and Exchange Commission (the SEC), including
the Company’s most recently filed Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other filings with the SEC, which are available on the
SEC’s website at www.sec.gov. The risks described in this
communication and in the Company’s filings with the SEC should be
carefully reviewed. Undue reliance should not be placed on these
forward-looking statements, which speak only as of the date they
are made. The Company undertakes no obligation to publicly release
any revisions to the forward-looking statements after the date
hereof to conform these statements to actual results or revised
expectations.
Additional Information and Where to Find
It
The tender offer for the outstanding shares of
common stock of the Company referenced in this communication has
not yet commenced. This communication is for informational purposes
only, is not a recommendation and is neither an offer to purchase
nor a solicitation of an offer to sell shares of common stock of
the Company or any other securities. This communication is also not
a substitute for the tender offer materials that Purchaser will
file with the SEC upon commencement of the tender offer. At the
time the tender offer is commenced, Purchaser will file with the
SEC a Tender Offer Statement on Schedule TO and a Transaction
Statement on Schedule 13E-3 (“Schedule 13E-3”), and the Company
will file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 and a Schedule 13E-3.
THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS),
THE SOLICITATION / RECOMMENDATION STATEMENT AND THE SCHEDULES 13E-3
WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When filed, the Company’s stockholders and other
investors can obtain the Tender Offer Statement, the
Solicitation/Recommendation Statement, the Schedules 13E-3 and
other filed documents for free at the SEC’s website at www.sec.gov.
Copies of the documents filed with the SEC by the Company will be
available free of charge on the Investors page of the Company’s
website, www.pardesbio.com, or by contacting the Company at
ir@pardesbio.com. In addition, the Company’s stockholders may
obtain free copies of the tender offer materials by contacting the
information agent for the tender offer that will be named in the
Tender Offer Statement.
Availability of Other Information about
Pardes BiosciencesThe Company intends to use the Investors
page of its website (https://ir.pardesbio.com) as a means of
disclosing material non-public information and for complying with
its disclosure obligations under Regulation FD. Accordingly,
investors should monitor the Company’s Investors page on its
website, in addition to following the Company’s press releases, SEC
filings, public conference calls, presentations and webcasts.
For further information, please contact:
Pardes Biosciences, Inc.ir@pardesbio.com
Pardes Biosciences (NASDAQ:PRDS)
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