RCS - Jounce Therapeutics - Statement re Receipt of Unsolicited Proposal
15/03/2023 08:15
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RNS Number : 9971S Jounce Therapeutics, Inc. 15 March 2023
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Jounce Therapeutics Confirms Receipt of Unsolicited Proposal from Concentra
Biosciences
CAMBRIDGE, Mass., March. 14, 2023 - The Board of Directors (the "Board") of
Jounce Therapeutics, Inc. (NASDAQ: JNCE) ("Jounce" or the "Company"), a
clinical-stage company focused on the discovery and development of novel
cancer immunotherapies and predictive biomarkers, today confirmed that
Concentra Biosciences, LLC ("Concentra"), of which Tang Capital Partners, LP
is the controlling shareholder, has made an unsolicited and non-binding
proposal ("the Proposal") to acquire 100% of the equity of Jounce. According
to the Schedule 13D filed today with the U.S. Securities and Exchange
Commission ("SEC") disclosing the Proposal, Tang Capital 1 (#_ftn1) is
currently approximately a 10.2% shareholder of Jounce.
The Proposal consists of $1.80 in cash per share plus a contingent value right
("CVR") representing the right to receive 80% of the net proceeds payable from
any license or disposition of certain of Jounce's legacy programs 2 (#_ftn2)
(the "CVR Products"). The proposal is subject to limited confirmatory due
diligence and is based on the availability of at least $130 million of cash
and cash equivalents at closing, net of any tail and closing costs.
On February 23, 2023, the Company announced a recommended business combination
with Redx Pharma (AIM: REDX) ("Redx") via a proposed all share merger
transaction (the "Business Combination"). The transaction is anticipated to be
completed during the second quarter of 2023, subject to necessary regulatory
and shareholder approvals. Shareholders are advised that no action is
necessary at this time.
The Board is committed to acting in the best interests of all shareholders,
consistent with its fiduciary duties. A further announcement will be made in
due course.
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 Business Combination and/or
the Proposal 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 Business Combination, the Proposal, the contents of
this Announcement or any other matters referred to in this Announcement.
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 Business Combination, the Proposal, this Announcement, any
statement contained herein or otherwise.Overseas Shareholders
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
US federal securities laws, as amended, including, without limitation,
statements regarding beliefs about and expectation for the anticipated timing
of the closing of the Business Combination and the Company's intention to make
additional announcements and filings. The words "estimates," "expects,"
"continues," "intends," "plans," "anticipates," "targets," "may," "will,"
"would," "could," "should," "potential," "goal," 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 report 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 report, including, without limitation, the determinations
made by Jounce's board of directors following its evaluation of the Proposal;
actions of Redx in response to any discussions with Concentra; the results of
discussions with Concentra; the impact of actions of other parties with
respect to any discussions and the potential consummation of the proposed
transaction with Redx; the outcome of any legal proceedings that could be
instituted against Jounce or its directors related to the discussions or the
Cooperation Agreement with Redx; changes in the proposal from Concentra; the
risk that the transactions contemplated by the Business Combination may not be
completed in a timely manner, or at all, which may adversely affect Jounce's
business and the price of its common stock; the failure to satisfy all of the
closing conditions of the transactions contemplated by the Cooperation
Agreement with Redx, including the requisite approval by Jounce's
shareholders; the occurrence of any event, change or other circumstance that
could give rise to the termination of the Cooperation Agreement with Redx;
the effect of the announcement or pendency of the transactions contemplated by
the Business Combination on Jounce's business, and operating results; risks
that the transactions contemplated by the Business Combination may disrupt
Jounce's current plans and business operations; risks related to the
diverting of management's attention from Jounce's ongoing business
operations; the outcome of any legal proceedings that may be instituted
against Jounce related to the Cooperation Agreement with Redx, the Business
Combination and the transactions contemplated thereby; general economic and
market conditions and the other risks identified in the Company's filings with
the 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
Business Combination and/or Jounce, Jounce's ability to successfully complete
the Business Combination and/or realize the expected benefits from the
Business Combination. 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
report 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
In connection with the proposed Business Combination, a meeting of the
shareholders of Jounce will be announced as promptly as practicable to seek
shareholder approval in connection with the proposed transaction. Jounce
intends to file relevant materials with the SEC, including the filing by of a
preliminary and definitive proxy statement relating to the proposed
transaction. The definitive proxy statement will be mailed to the Company's
shareholders. This press release is not a substitute for the proxy statement.
BEFORE MAKING ANY DECISION, THE COMPANY'S SHAREHOLDERS ARE URGED TO CAREFULLY
READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION.
Any vote in respect of resolutions to be proposed at the Company's shareholder
meeting to approve the proposed Business Combination or other responses in
relation to the proposed transaction should be made only on the basis of the
information contained in the Company's proxy statement. The Company's
shareholders will be able to obtain a free copy of the proxy statement and
other related documents (when available) filed by the Company with the SEC at
the website maintained by the SEC at www.sec.gov or by accessing the Investor
Relations section of the Company's website at https://www.jouncetx.com.
No Offer or Solicitation
The information contained in this press release is for information purposes
only and is not intended to and does not constitute, or form any part of, an
offer, invitation or the solicitation of an offer or invitation to purchase,
otherwise acquire, subscribe for, sell or 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,
subscription or transfer of securities in any jurisdiction in contravention of
applicable law or regulation. In particular, this press release is not an
offer of securities for sale in the United States. No offer of securities
shall be made in the United States absent registration under the Securities
Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption
from, or in a transaction not subject to, such registration requirements. Any
securities issued as part of the Business Combination are anticipated to be
issued in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the Securities Act and any
securities issued as part of the proposed merger contemplated in connection
with the Business Combination are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant to Section
4(a)(2) of the Securities Act and the rules promulgated thereunder. The
Business Combination will be made by means of a Scheme Document and the Merger
Agreement to be published by Redx in due course, or (if applicable) pursuant
to an offer document to be published by the Company, which (as applicable)
would contain the full terms and conditions of the Business Combination. Any
decision in respect of, or other response to, the Business Combination, should
be made only on the basis of the information contained in such document(s).
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's shareholders in
connection with the proposed Business Combination. Information regarding the
Company's directors and executive officers is contained in the Company's
Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders filed
with the SEC on April 28, 2022. Other information regarding the participants
in the solicitation of proxies in respect of the transactions contemplated by
the Business Combination or the transactions contemplated by the Proposal, as
applicable, including a description of their respective direct or indirect
interests, by security holdings or otherwise, will be included in any
registration statement, prospectus, proxy statement and other relevant
materials to be filed with the SEC if and when they become available. These
documents (when available) may be obtained free of charge from the SEC's
website at www.sec.gov or by accessing the Investor Relations section of the
Company's website at https://ir.jouncetx.com/sec-filings
(https://ir.jouncetx.com/sec-filings) .
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
Announcement. For the avoidance of doubt, the contents of the website are not
incorporated into and do not form part of this Announcement.
1 (#_ftnref1) Includes Tang Capital Partners, LP, Tang Capital Management,
LLC and Kevin Tang.
2 (#_ftnref2) JTX-8064, vopratelimab, pimivalimab, JTX-1484 and JTX-2134.
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