JATT Acquisition Corp (NYSE: JATT) (“JATT”), a publicly traded
special purpose acquisition company, today announced that its
shareholders voted to approve its proposed business combination
with Zura Bio Limited (“Zura”), a clinical-stage biotechnology
company.
At the extraordinary general meeting of JATT’s shareholders, a
total of 4,907,863 ordinary shares, or 95.5% of JATT’s issued and
outstanding ordinary shares as of February 16, 2023, the record
date of the extraordinary general meeting, were present either in
person or represented by proxy. Holders of 4,903,764 ordinary
shares, or 99.9% of the votes cast at the meeting, voted in favor
the business combination.
At the closing of the business combination, which is expected to
occur on March 20, 2023, after all closing conditions are satisfied
or waived, the ordinary shares and warrants of the combined company
are anticipated to begin trading on the Nasdaq Stock Market on
March 21, 2023 under the new ticker symbols, “ZURA” and “ZURAW”,
respectively.
The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by JATT with the Securities and
Exchange Commission (the “SEC”).
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 Form S-4 is accurate
or adequate.
About Zura
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 impact 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 COPD and asthma. Zura is headquartered in London,
UK.
About JATT
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 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 was 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 14, 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. 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'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'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 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;
(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
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 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'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 on Form 10-K, its initial public offering
prospectus, and its subsequent quarterly reports on Form 10-Q and
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 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 nor
JATT gives any assurance that Zura or JATT will achieve its
expectations. None of Zura 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/20230316005716/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
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