REG - Redx Pharma plc - Statement re: Jounce Therapeutics Press Release

Redx PharmaAnnouncement

15/03/2023 11:00

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RNS Number : 0761T  Redx Pharma plc  15 March 2023

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

 

REDX PHARMA PLC

 

("Redx" or "the Company")

 

Statement re: Jounce Therapeutics Press Release

 

Alderley Park, UK 15 March 2023 Redx Pharma ("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, notes the announcement from Jounce Therapeutics
(NASDAQ: JNCE) ("Jounce"), issued last night, regarding the receipt of an
unsolicited and non-binding proposal to acquire 100% of the equity of Jounce
from Concentra Biosciences, LLC.

 

On 23 February 2023, the boards of Redx and Jounce unanimously recommended a
business combination of the two companies via an all share merger transaction
(the "Business Combination"), which is expected to complete during the second
quarter of 2023 subject to necessary regulatory and shareholder approvals.

 

Further updates will be made as and when appropriate.

 

 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

 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
both monotherapy and combination with anti-PD-1 Phase 2 data during 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 at the end of 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/)    

 

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 Business Combination 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 Business Combination, the contents of this
Announcement or any other 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 Business Combination 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 Business Combination and other 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 Business Combination, the contents of this
Announcement or any other 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 Business Combination 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 Business Combination and other 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 Business Combination, the contents of this Announcement or any
other 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 Business Combination 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 Business Combination and other
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 Business Combination, the contents of this
Announcement or any other 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
Business Combination or otherwise.

 

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

 

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Business Combination or
otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.

 

This Announcement has been prepared for the purpose of complying with English
law and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside England and Wales.

 

No person should construe the contents of this Announcement as legal,
financial or tax advice and any interested person should consult its own
advisers in connection with such matters.

 

Disclosure requirements of the City Code on Takeovers and Mergers (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (i) the offeree
company; and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at http://www.thetakeoverpanel.org.uk/ (http://www.thetakeoverpanel.org.uk/)
, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you
are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

Publication on website and requesting hard copy documents

A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on
Redx's website
at https://www.redxpharma.com/investor-centre/related-documents/
(https://urldefense.com/v3/__https:/eur02.safelinks.protection.outlook.com/?url=https*3A*2F*2Fwww.redxpharma.com*2Finvestor-centre*2Frelated-documents*2F&data=05*7C01*7Ce.sutton*40redxpharma.com*7C8a5628a37f1a4354f7fd08db141a1a04*7C2de6483c1fcf4e5fa199554e9c8a45e8*7C0*7C0*7C638125874563061369*7CUnknown*7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0*3D*7C3000*7C*7C*7C&sdata=Dhmn6x32qJ*2B9CvUbh9KvI82rkIVS9An5LKj4N9lC3yE*3D&reserved=0__;JSUlJSUlJSUlJSUlJSUlJSUlJSUlJSU!!OPvj_Mo!_NvrmuS6We74_r-xRq0DZIKxTfiemu4z2MjssBBV3DoKmsxNle2arxL5VY4jjy5fPFDqzDblTZL5uPXxvXkd$)
by no later than 12 noon (London time) on the Business Day following the date
of this Announcement. For the avoidance of doubt, the contents of this website
are not incorporated into and do not form part of this Announcement.

 

Persons entitled to do so may request a hard copy of this Announcement by
calling Equiniti Limited on +44 (0) 371 384 2030. If calling from outside of
the UK, please ensure the country code is used. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 08:30 a.m. - 17:30 p.m., Monday to Friday excluding public holidays in
England and Wales or by submitting a request in writing to our Registrars at
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. If
you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into
this Announcement will not be provided unless such a request is made.

 

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