REG - Redx Pharma plc - Proposed Business Combination Formally Lapsed

Redx PharmaAnnouncement

03/04/2023 07:15

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RNS Number : 0316V  Redx Pharma plc  03 April 2023

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN

 

REDX PHARMA PLC

 

("Redx" or the "Company")

 

Redx Confirms Proposed Business Combination with Jounce has Formally Lapsed

 

Alderley Park, UK, 3 April 2023 Redx (AIM:REDX), the clinical-stage
biotechnology company focused on discovering and developing novel, small
molecule, highly targeted therapeutics for the treatment of cancer and
fibrotic disease announces that it has agreed with the Takeover Panel and
Jounce Therapeutics, Inc. (NASDAQ: JNCE) ("Jounce") that Jounce shall be
released from its obligations to proceed with the offer made pursuant to the
announcement released on 23 February 2023 falling under Rule 2.7 of the
Takeover Code (the "Offer") in respect of the proposed all-share merger
transaction between Redx and Jounce (the "Business Combination"). As a result,
the Offer will lapse.

 

This follows the earlier announcement by Redx on 27 March 2023 acknowledging
the announcement by Jounce that it had entered into a definitive merger
agreement to be acquired by Concentra Biosciences, LLC in an all-cash
transaction. As a result, the board of directors of Jounce had therefore
withdrawn its recommendation of the Business Combination and had notified Redx
of the termination of the Co-operation Agreement between Redx and Jounce in
respect of the Business Combination.

 

Lisa Anson, Chief Executive Officer of Redx said: "Although it is clearly
disappointing that the Business Combination with Jounce will not proceed, Redx
continues to demonstrate strong momentum in its pipeline, and we are poised to
achieve significant value inflection points from both clinical stage assets
and development candidates in the next 12 months. The Board continually
evaluates relevant strategic and financial opportunities for the Company, and
we will continue to do so in the best interests of our shareholders."

 

The board of directors of Redx (the "Board") continues to believe in the
prospects of Redx and its ability to drive progression of its portfolio. With
an experienced management team, a differentiated portfolio of best-in-class,
or first-in-class clinical assets and industry leading R&D capabilities,
Redx is well-positioned to achieve its near-term milestones and create
long-term shareholder value. Redx continues to demonstrate momentum in
progressing its pipeline and the strength of its R&D capabilities-
underscored earlier this year by the FDA approval of pirtobrutinib
(Jaypirca™, Eli Lilly), a drug originally discovered and developed by Redx.
Recruitment into Redx's RXC007 Phase 2a clinical trial in Idiopathic Pulmonary
Fibrosis (IPF), is progressing well and the study remains on track to provide
topline data in Q1 2024. RXC007, the Company's lead asset, is a
next-generation selective Rho Associated Coiled-Coil Containing Protein Kinase
2 (ROCK2) inhibitor. RXC007 has also demonstrated proof-of-concept in several
immune-mediated preclinical models which supports the further development of
RXC007 in a number of additional fibrotic diseases. Encouraging data from an
ongoing collaboration with the Garvan Institute of Medical Research has also
shown the potential of Redx's ROCK2 inhibitors in cancer-associated fibrosis,
such as that seen in pancreatic cancer. Redx has expanded its ROCK portfolio
with RXC008, a GI-targeted ROCK inhibitor and potential first-in-class
treatment for fibrostenotic Crohn's disease, which is progressing towards a
Clinical Trial Authorisation (CTA) submission in 2023. In Redx's oncology
pipeline, RXC004, a porcupine inhibitor, is currently progressing through
multiple Phase 2 studies in combination with anti-PD-1 therapies in
hard-to-treat Wnt-ligand dependent solid tumours, with data expected from
these studies by the end of 2023.

 

Further Information on Why the Offer Will Lapse

The Business Combination was conditional on satisfaction or waiver of the
Conditions, including the approval of the issuance of the New Shares by Jounce
Shareholders. Following the decision of the board of directors of Jounce to
withdraw its recommendation of the Business Combination, Redx believes that
there is now no realistic prospect that this Condition will be satisfied. As a
result, the Board believes that it is in the best interests of Redx
Shareholders, employees, patients and other stakeholders for the situation to
be resolved as quickly as possible.

Accordingly, the Board has agreed with the Takeover Panel and Jounce that
Jounce shall be released from its obligations under Rule 2.7(b) and Rule 24.1
of the Takeover Code to proceed with the Offer. The Board has withdrawn its
recommendation of the Business Combination and will not proceed with the
Scheme. As a result, the Takeover Panel has confirmed that the Offer has
lapsed and the offer period will now end, and that Jounce will be subject to
Rule 35.1 of the Takeover Code from the publication of this announcement.
Pursuant to Rule 35.1 of the Takeover Code, Jounce is prohibited from, amongst
other things, making any offer for Redx without the consent of the Takeover
Panel for a period of 12 months from today's date.

 

Defined terms have the meaning given to them in the Rule 2.7 announcement.

 

The person responsible for the release of this announcement on behalf of the
Company is Claire Solk, Company Secretary.

 

 

 For further information, please contact:

 Redx Pharma Plc                                           T: +44 (0)1625 469 918

 UK Headquarters
 Caitlin Pearson Head of Communications
 ir@redxpharma.com (mailto:ir@redxpharma.com)

 Lisa Anson, Chief Executive Officer

 US Office
 Peter Collum, Chief Financial Officer

 Centerview Partners UK LLP (Financial Adviser to Redx)    T: +44 (0) 20 7409 9700
 Richard Girling/ Hadleigh Beals/ Alex Elias

 SPARK Advisory Partners (Nominated Adviser)               T: +44 (0)203 368 3550
 Matt Davis/ Adam Dawes

 WG Partners LLP (Joint Broker)                            T: +44 (0)203 705 9330
 David Wilson/ Claes Spång/ Sateesh Nadarajah

 Panmure Gordon (UK) Limited (Joint Broker)                T: +44 (0)207 886 2500
 Rupert Dearden/ Freddy Crossley/ Emma Earl

 FTI Consulting (Financial Communications Adviser)         T: +44 (0)203 727 1000
 Simon Conway/ Ciara Martin

 

 

About Redx Pharma Plc

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on
the discovery and development of novel, small molecule, highly targeted
therapeutics for the treatment of cancer and fibrotic disease and the emerging
area of cancer-associated fibrosis, aiming initially to progress them to
clinical proof of concept before evaluating options for further development
and potential value creation. The Company's lead fibrosis product candidate,
the selective ROCK2 inhibitor RXC007, is in development for interstitial lung
disease and commenced a Phase 2a trial for idiopathic pulmonary fibrosis (IPF)
in October 2022, with topline data expected in Q1 2024. Redx's lead oncology
product candidate, the Porcupine inhibitor RXC004, being developed as a
targeted treatment for Wnt-ligand dependent cancers, is expected to report
combination with anti-PD-1 Phase 2 data by the end of 2023. Redx's third drug
candidate, RXC008, a GI-targeted ROCK inhibitor for the treatment of
fibrostenotic Crohn's disease, is progressing towards a CTA/IND application in
2023.

 

The Company has a strong track record of discovering new drug candidates
through its core strengths in medicinal chemistry and translational science,
enabling the Company to discover and develop differentiated therapeutics
against biologically or clinically validated targets. The Company's
accomplishments are evidenced not only by its two wholly-owned clinical-stage
product candidates and rapidly expanding pipeline, but also by its strategic
transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a
non-covalent (reversible) BTK inhibitor now approved by the US FDA for adult
patients with mantle cell lymphoma previously treated with a covalent BTK
inhibitor, and AZD5055/RXC006, a Porcupine inhibitor targeting fibrotic
diseases including IPF, which AstraZeneca is progressing in a Phase 1 clinical
study. In addition, Redx has forged collaborations with Jazz Pharmaceuticals,
which includes JZP815, a pan-RAF inhibitor developed by Redx which Jazz is now
progressing through Phase 1 clinical studies, and an early stage oncology
research collaboration.

 

To subscribe to Email Alerts from Redx, please visit:
www.redxpharma.com/investor-centre/email-alerts/
(http://www.redxpharma.com/investor-centre/email-alerts/)

 

 

A copy of this announcement will be available at
https://www.redxpharma.com/investor-centre/regulatory-news/
(https://www.redxpharma.com/investor-centre/regulatory-news/) The content of
this website is not incorporated into and does not form part of this
announcement.

 

Important Notices

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the "FCA"), is
acting exclusively as financial adviser to Redx and no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Redx for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither Centerview nor any of its affiliates, nor any of
Centerview'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, in delict, under statute or otherwise) to any person who
is not a client of Centerview in connection with this announcement, any
statement contained herein, the matters referred to in this announcement or
otherwise.

 

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA is acting as nominated adviser to Redx and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Redx for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or the matters referred to in
this announcement. Neither SPARK nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of SPARK
in connection with this announcement, any statement contained herein, the
matters referred to in this announcement or otherwise.

 

WG Partners LLP ("WG Partners"), which is authorised and regulated in the
United Kingdom by the FCA is acting as Corporate Broker to Redx and for no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Redx for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or the matters referred to in this announcement. Neither WG
Partners nor any of its affiliates, members, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of WG Partners in
connection with this announcement, any statement contained herein, the matters
referred to in this announcement or otherwise.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the FCA in the United Kingdom is acting as Corporate Broker to
Redx and for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Redx for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or the matters referred to in
this announcement. Neither Panmure Gordon nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of
Panmure Gordon in connection with this announcement, any statement contained
herein, the matters referred to in this announcement or otherwise.

 

 

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