REG - Jounce Therapeutics Redx Pharma plc - Termination of Proposed Business Combination

Redx PharmaAnnouncement

03/04/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230403:nRSC0410Va&default-theme=true

RNS Number : 0410V  Jounce Therapeutics, Inc.  03 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.

 

Termination of Proposed Business Combination of Jounce Therapeutics, Inc. and
Redx Pharma plc

 

CAMBRIDGE, Mass., April 3, 2023 - Jounce Therapeutics, Inc. ("Jounce" or the
"Company") and Redx Pharma plc ("Redx") have agreed to terminate their
proposed business combination following the decision by Jounce's Board of
Directors to withdraw the recommendation for the all-share merger transaction
with Redx (the "Redx Business Combination").

 

Jounce's decision was based upon the receipt of an unsolicited proposal from
Concentra Biosciences, LLC ("Concentra"), which led to Jounce entering into a
merger agreement whereby Concentra will acquire Jounce through a cash tender
offer for all of Jounce's outstanding shares for $1.85 in cash per share plus
a non-tradeable contingent value right (the "CVR"). The $1.85 per share
upfront consideration represents a premium of approximately 75% to Jounce's
closing share price immediately prior to the March 14, 2023, public disclosure
of Concentra's acquisition proposal.

 

Jounce conducted a thorough review of both the proposed transaction with
Concentra and the proposed Redx Business Combination, with the assistance of
its legal and financial advisers, and Jounce's Board of Directors ultimately
concluded that the proposed transaction with Concentra is in the best interest
of Jounce stockholders, and therefore, unanimously approved the merger
agreement with Concentra and withdrew its recommendation of the Redx Business
Combination. On March 27, 2023, Jounce notified Redx of the withdrawal of its
recommendation in favor of the Redx Business Combination and termination of
the co-operation agreement dated February 23, 2023 between Jounce and Redx.

 

Given that Jounce's Board of Directors has withdrawn its recommendation to
proceed with the Redx Business Combination, Jounce believes it is unlikely
that Jounce stockholders would support the Redx Business Combination, which is
a condition to closing the transaction. Accordingly, Jounce and Redx have
agreed not to proceed with the proposed scheme of arrangement. In addition,
Jounce has confirmed that it does not wish to switch to a contractual takeover
offer. As a result, the U.K. Takeover Panel has confirmed that upon Redx
announcing:

 

1.   its withdrawal of its recommendation;

2.   that it will not proceed with the scheme of arrangement; and

3.   it has agreed to the release of Jounce from its obligation to proceed
with the offer,

 

the offer period in respect of the Redx Business Combination will end with
effect from the publication of Redx's announcement, and the transaction will
lapse.

 

As a result, Jounce will not be convening a Jounce meeting of stockholders to
consider the Redx Business Combination. Under the U.K. Takeover Code, except
with consent of the U.K. Takeover Panel, Jounce must not, among other things,
announce a further offer for Redx within 12 months from the date of this
announcement.

 

 

About Jounce Therapeutics

Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company dedicated
to transforming the treatment of cancer by developing therapies that enable
the immune system to attack tumors and provide long-lasting benefits to
patients through a biomarker-driven approach. Jounce currently has multiple
development stage programs ongoing while simultaneously advancing additional
early-stage assets from its robust discovery engine based on its Translational
Science Platform. For more information, please visit www.jouncetx.com.

 

For further information, please contact:

 

Jounce Therapeutics, Inc.

Kim Drapkin

ir@jouncetx.com (mailto:ir@jouncetx.com)
 
T: +1-857-259-3840

 

Cowen (Financial Adviser to Jounce)
                                T: +1-646-562-1010

Tanya Joseph / Erik Schuchard / Giles Roshier
                       T: +44 (0)203 011 0460

 

Stern Investor Relations (Adviser to Jounce)

Julie
Seidel
T: +1-212-362-1200

 

Longacre Square Partners (Adviser to Jounce)
 

Dan Zacchei / Rebecca Kral

Jounce@longacresquare.com

 

Important notices

 

Cowen Execution Services Limited ("Cowen"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as financial adviser
to Jounce and no one else in connection with the Redx Business Combination
and/or the proposed transaction with Concentra and will not be responsible to
anyone other than Jounce for providing the protections afforded to clients of
Cowen nor for providing advice in relation to the Redx Business Combination,
the proposed transaction with Concentra , the contents of this press release
or any other matters referred to in this press release. Neither Cowen nor any
of its affiliates, nor any of Cowen's and such affiliates' respective members,
directors, officers, controlling persons or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Cowen in connection with the Redx Business
Combination, the proposed transaction with Concentra , this press release, any
statement contained herein or otherwise.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
U.S. federal securities laws, including, without limitation, statements
regarding Jounce's expectations of the outcome of a meeting of stockholders to
consider the Redx Business Combination and its resulting plans not to hold a
meeting of stockholders to consider the Redx Business Combination, the
expected end of the offer period in respect of the Redx Business Combination
and the lapsing of such transaction. The words "believes," "expects," "plans,"
"may," "will," "would," "could," "should," and "effort" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Any
forward-looking statements in this press release are based on management's
current expectations and beliefs and are subject to a number of risks,
uncertainties and important factors that may cause actual events or results to
differ materially from those expressed or implied by any forward-looking
statements contained in this press release, including, without limitation,
risks related to the impact of actions of other parties with respect to the
proposed transaction with Concentra; the possibility that offer period in
respect of the Redx Business Combination does not end and the transaction does
not lapse as anticipated; general economic and market conditions and the other
risks identified in the Company's filings with the U.S. Securities and
Exchange Commission ("SEC"), including its most recent Annual Report on Form
10-K for the year ended December 31, 2022, filed with the SEC on March 10,
2023 and subsequent filings with the SEC. Should any risks and uncertainties
develop into actual events, these developments could have a material adverse
effect on the proposed transaction and/or Jounce and Jounce's ability to
successfully complete the proposed transaction. Jounce cautions investors not
to place undue reliance on any forward-looking statements, which speak only as
of the date they are made. Jounce disclaims any obligation to publicly update
or revise any such statements to reflect any change in expectations or in
events, conditions or circumstances on which any such statements may be based,
or that may affect the likelihood that actual results will differ from those
set forth in the forward-looking statements. Any forward-looking statements
contained in this press release represent Jounce's views only as of the date
hereof and should not be relied upon as representing its views as of any
subsequent date.

 

Additional Information and Where to Find It

The tender offer for the outstanding shares of the Company referenced in this
press release has not yet commenced. This press release is for informational
purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares, nor is it a substitute for the tender offer materials
that Concentra and its subsidiary will file with the SEC. At the time the
tender offer is commenced, Concentra and its subsidiary will file tender offer
materials on Schedule TO, and, thereafter, the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION.
HOLDERS OF SHARES OF JOUNCE COMMON STOCK ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF JOUNCE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES.

The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of the Company's common stock
at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at the
SEC's website at www.sec.gov (http://www.sec.gov) or by accessing the Investor
Relations section of the Company's website at https://www.jouncetx.com
(https://www.jouncetx.com) .

 

Publication on website

A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Jounce's website at https://jouncetx.com/recommended-offer/ by no later than
12 noon (London time) on the Business Day following the date of this press
release. For the avoidance of doubt, the contents of the website are not
incorporated into and do not form part of this press release.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPSSAFEEEDSEEL