- Record date of Feb 26th 2023 established as well
as;
- Extraordinary general meeting of shareholders to approve the
Business Combination set for March 16th 2023
JATT Acquisition Corp (NYSE: “JATT”), the publicly traded
special purpose acquisition company (“SPAC”), has today announced
that the U.S. Securities and Exchange Commission (“SEC”) has
declared its registration statement on Form S-4 pertaining to the
proposed business combination with Zura Bio Limited (“Zura,” “Zura
Bio,” or “the Company”) as effective.
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the full release here:
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Zura is a UK based multi-asset clinical-stage biotechnology
company focused on developing novel medicines for immune and
inflammatory disorders. JATT founder and CEO Dr. Someit Sidhu will
become Zura’s CEO and Dr. Preston Klassen will be President upon
closing of the business combination.
JATT established a record date of February 16, 2023 (the “Record
Date”) and a meeting date of March 16, 2023 for an extraordinary
general meeting of its shareholders (the “Special Meeting”) to
approve the Business Combination, and has filed its definitive
proxy statement/prospectus relating to the Special Meeting with the
SEC. The definitive proxy statement/prospectus is available at
www.sec.gov.
The proceeds from the deal are anticipated to offer Zura Bio the
capital required to progress the development of two assets, ZB-168
and torudokimab. In-licensed from Pfizer, ZB-168 is a fully-human,
clinical-stage antibody that acts on IL7Rα, demonstrating
significant reduction in T effector cell populations and highly
potent inhibition of the alarmin, Thymic Stromal Lymphopoietin
(TSLP). In-licensed from Lilly, torudokimab is a fully-human,
clinical stage antibody that binds to the IL-33 ligand, thereby
inhibiting its ability to drive Th2 response cytokines and the
activation of associated cell types, including mast cells and
eosinophils. Both assets have been tested in patients with at least
12 weeks of therapy and were found to have a favorable safety
profile. Additionally, both assets demonstrated potent mechanistic
activity, further supporting the opportunity to demonstrate
clinical benefit in a variety of disease indications. Zura Bio
plans to commence at least one Phase 2 proof-of-concept trial this
year as well as making preparations for additional Phase 2 work
next year.
The closing of the Business Combination is subject to approval
by JATT’s shareholders and the satisfaction of other customary
closing conditions. The Business Combination is expected to close
promptly after the Extraordinary Meeting. Upon closing, the
combined company will be called “Zura Bio Limited”, and its common
stock and warrants are expected to list on the Nasdaq Capital
Market under the ticker symbols “ZURA” and “ZURAW,”
respectively.
Special Meeting Details
The Special Meeting will be held at the offices of Loeb &
Loeb, LLP at 345 Park Avenue, New York, NY 10154 on March 16, 2023
at 2:00 pm Eastern Time.
The meeting will also be conducted as a virtual meeting in order
to facilitate shareholder attendance and participation. To register
and receive access to the hybrid virtual meeting, registered
shareholders and beneficial shareholders (those holding shares
through a stock brokerage account or by a bank or other holder of
record) will need to follow the instructions applicable to them
provided in the proxy statement/prospectus.
Every shareholder’s vote FOR ALL Proposals is important,
regardless of the number of shares held. If you have any questions
or need assistance voting, please contact Alliance Advisors, Inc.,
our proxy solicitor, 200 Broadacres Drive,, Bloomfield, New Jersey
07003, Toll-free at (844) 717-2302, Email at
JATT@allianceadvisors.com.
Important Information
Neither the SEC nor any state securities commission has approved
or disapproved of the securities to be issued in connection with
the Business Combination, or determined if the Registration
Statement is accurate or adequate.
About Zura Bio Limited
Zura is a clinical-stage biotechnology company advancing two
primary assets, including ZB-168 in Alopecia Areata and other
inflammatory diseases and torudokimab in both chronic obstructive
pulmonary disease (COPD) and asthma. ZB-168 is an anti IL7R α
inhibitor that has the potential to impace diseases driven by IL7
and TSLP biological pathways. Zura aims to develop a portfolio of
therapeutic indications for ZB-168, and is focused on demonstrating
its efficacy, safety, dosing convenience and mechanism of action,
initially in Alopecia Areata (AA). This will build on Phase 1b data
in Type 1 Diabetes demonstrating a favourable safety profile and
strong biological rationale. Torudokimab is a fully human, high
affinity monoclonal antibody that neutralizes IL33 and is currently
at Phase 2 clinical development stage. IL33 is a validated drug
target in both chronic obstructive pulmonary disease (COPD) and
asthma. Zura is headquartered in London, UK.
Zura is headquartered in London, UK
About JATT Acquisition Corp
JATT is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. The focus of the team is to pursue a business
combination within the life sciences and biotechnology sectors.
Management is led by Dr. Someit Sidhu, Chairman and Chief Executive
Officer, and Verender S. Badial, Chief Financial Officer.
Additional information and Where to Find It
In connection with the proposed business combination, on August
22, 2022, JATT filed a registration statement on Form S-4 (the
"Form S-4") with the Securities and Exchange Commission (the
"SEC"). The Form S-4, as amended from time to time, includes a
proxy statement of JATT and a prospectus of Zura, referred to as a
proxy statement/prospectus. The proxy statement/prospectus is being
sent to all JATT shareholders. Additionally, JATT will file other
relevant materials with the SEC in connection with the proposed
business combination. Copies of the Form S-4, the proxy
statement/prospectus and all other relevant materials filed or that
will be filed with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. Before making any voting or
investment decision, investors and security holders of JATT are
urged to read the Form S-4, the proxy statement/prospectus and all
other relevant materials filed or that will be filed with the SEC
in connection with the proposed business combination because they
will contain important information about the proposed business
combination and the parties to the proposed business
combination.
Participants in Solicitation
JATT, Zura and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of JATT's shareholders in connection with
the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed business combination of JATT's directors
and officers in JATT's filings with the SEC, including JATT's
initial public offering prospectus, which was filed with the SEC on
July 13, 2021, JATT's subsequent quarterly reports on Form 10-Q,
annual reports on Form 10-K and the Form S-4. To the extent that
holdings of JATT's securities by JATT's insiders have changed from
the amounts reported therein, any such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
JATT's shareholders in connection with the business combination are
included in the proxy statement/prospectus relating to the proposed
business combination. You may obtain free copies of these documents
as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination.
This communication shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of JATT or Zura, nor
shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the
proposed business combination between JATT and Zura Bio. Words such
as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "predict," "potential," "continue," "strategy,"
"future," "opportunity," "would," "seem," "seek," "outlook" and
similar expressions are intended to identify such forward-looking
statements. 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 that could cause the actual results to differ
materially from the expected results. These statements are based on
various assumptions, whether or not identified in this
communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. These forward-looking
statements include, without limitation, Zura Bio's and JATT's
expectations with respect to anticipated financial impacts of the
proposed business combination, the satisfaction of closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. You should
carefully consider the risks and uncertainties described in the
"Risk Factors" section of JATT's Form 10-K and initial public
offering prospectus, and its subsequent quarterly reports on Form
10-Q. In addition, there will be risks and uncertainties described
in the Form S-4 and other documents filed by JATT from time to time
with the SEC. These filings would 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. Many of these factors are outside Zura
Bio's and JATT's control and are difficult to predict. Many factors
could cause actual future events to differ from the forward-looking
statements in this communication, including but not limited to: (1)
the outcome of any legal proceedings that may be instituted against
JATT or Zura Bio following the announcement of the proposed
business combination; (2) the inability to complete the proposed
business combination, including due to the inability to
concurrently close the business combination and related
transactions, including the private placement of ordinary shares or
due to failure to obtain approval of the shareholders of JATT; (3)
the risk that the proposed business combination may not be
completed by JATT's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by JATT; (4) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval by the shareholders of JATT, the satisfaction of the
minimum cash requirement following any redemptions by JATT's public
shareholders and the receipt of certain governmental and regulatory
approvals; (5) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the proposed
business combination; (6) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (7) volatility in the price of
JATT's or the combined company’s securities; (8) the risk that the
proposed business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (9) the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (10) costs related to the proposed business combination;
(11) changes in the applicable laws or regulations; (12) the
possibility that the combined company may be adversely affected by
other economic, business, and/or competitive factors; (13) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry in which Zura Bio operates; (14) the impact of
the global COVID-19 pandemic; (15) the potential inability of the
combined company to raise additional capital needed to pursue its
business objectives or to achieve efficiencies regarding other
costs; (16) the enforceability of Zura Bio's intellectual property,
including its patents, and the potential infringement on the
intellectual property rights of others, cyber security risks or
potential breaches of data security; and (17) other risks and
uncertainties described in JATT's Annual Report, its initial public
offering prospectus, and its subsequent Quarterly Reports on Form
10-Q and to be described in the Form S-4 and other documents to be
filed by JATT from time to time with the SEC. These risks and
uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. Zura Bio and JATT caution
that the foregoing list of factors is not exclusive or exhaustive
and not to place undue reliance upon any forward-looking
statements, including projections, which speak only as of the date
made. Neither Zura Bio nor JATT gives any assurance that Zura Bio
or JATT will achieve its expectations. None of Zura Bio or JATT
undertakes or accepts any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result
of new information, future developments or otherwise, or should
circumstances change, except as otherwise required by securities
and other applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20230302005455/en/
JATT Acquisition Corp: Verender S. Badial Chief Financial
Officer Email: info@jattacquisition.com Website:
www.jattacquisition.com
Zura Bio Limited: Kimberly Ann Davis General Counsel Email:
info@zurabio.com Website: www.zurabio.com
Media: Triquartista Consulting Chris Wilson Email:
chris@trequartistaconsulting.com
Investors: Stern IR Anne Marie Fields Managing Director Email:
annemarie.fields@sternir.com
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