BOSTON, Nov. 16,
2022 /PRNewswire/ -- Stealth BioTherapeutics Corp
(Nasdaq: MITO) (the "Company" or "Stealth BioTherapeutics"), a
clinical-stage biotechnology company focused on the discovery,
development, and commercialization of novel therapies for diseases
involving mitochondrial dysfunction, announced today the completion
of the merger (the "Merger") with Stealth Merger Sub Limited, an
exempted company with limited liability incorporated under the law
of the Cayman Islands ("Merger
Sub"), pursuant to the previously announced Agreement and Plan of
Merger, dated as of July 31, 2022
(the "Merger Agreement"), among the Company, Stealth Parent
Limited, an exempted company with limited liability incorporated
under the law of the Cayman
Islands ("Parent") and Merger Sub, a wholly-owned subsidiary
of Parent, and the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "Plan of Merger"). In the Merger, Merger Sub
merged with and into the Company, with the Company continuing as
the surviving company. As a result of the Merger, the Company has
become a privately held company and its ADSs will no longer be
listed on the NASDAQ Global Market ("NASDAQ").
In accordance with the terms of the Merger Agreement and the
Plan of Merger, which were approved by the Company's shareholders
at an extraordinary general meeting held on November 15, 2022, each ordinary share, par value
US$0.0003 per share, of the Company
(each, a "Share") issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") was cancelled
and ceased to exist, in exchange for the right to receive
US$0.03125 in cash without interest
(the "Per Share Merger Consideration"), and each American
Depositary Share of the Company (each an "ADS," representing twelve
Shares, and collectively, the "ADSs") outstanding immediately prior
to the Effective Time was cancelled in exchange for the right to
receive US$0.375 in cash without
interest (less an ADS cancellation fee of $0.05 per ADS) (the "Per ADS Merger
Consideration" and together with the Per Share Merger
Consideration, the "Merger Consideration"), except for (a) Shares
(including Shares represented by ADSs) beneficially owned by
Morningside Venture (I) Investments Ltd. and its affiliates, (b)
Shares (including Shares represented by ADSs) owned by Parent,
Merger Sub or the Company (as treasury shares, if any) and by any
of their direct or indirect subsidiaries, and (c) Shares held by
holders who have validly exercised and did not withdraw or lose the
right to dissent from the Merger pursuant to Section 238 of the
Companies Act of the Cayman Islands.
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive a letter
of transmittal and instructions on how to surrender their Shares in
exchange for the Merger Consideration and should wait to receive
the letter of transmittal before surrendering their Shares. Payment
of the Merger Consideration, without interest and net of any
applicable withholding taxes, will be made to holders of ADSs as
soon as practicable after Citibank, N.A., the ADS depositary,
receives the aggregate Merger Consideration payable to holders of
ADSs from the paying agent.
The Company also announced today that it requested that trading
of its ADSs on NASDAQ be suspended as of November 16, 2022. The Company requested that
NASDAQ file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on
NASDAQ and the section 12(b) deregistration of the Company's
registered securities. The deregistration will become effective 90
days after the filing of the Form 25 or such shorter period as may
be determined by the SEC. The Company intends to suspend its
reporting obligations and terminate registration under 12(g) and
15(d) of the Securities Exchange Act of 1934, as amended, by filing
a Form 15 with the SEC as promptly as practicable. The Company's
obligation to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will cease once the
deregistration becomes effective.
Houlihan Lokey Capital, Inc. is serving as financial advisor to
a committee of independent and disinterested directors established
by the Company's board of directors (the "Special Committee");
Wilmer Cutler Pickering Hale and
Dorr LLP is serving as U.S. legal counsel to the Special Committee
and the Company; and Walkers is serving as Cayman Islands legal counsel to the Special
Committee and the Company.
Goodwin Procter LLP is serving as U.S. legal counsel to a group
of investors led by Morningside Venture (I) Investments Ltd. for
itself and on behalf of its affiliates and J. Wood Capital Advisors
LLC (the "Buyer Group"); and Campbells LLP is serving as
Cayman Islands legal counsel to
the Buyer Group.
About Stealth BioTherapeutics
The Company is a
clinical-stage biotechnology company focused on the discovery,
development, and commercialization of novel therapies for diseases
involving mitochondrial dysfunction. Mitochondria, found in nearly
every cell in the body, are the body's main source of energy
production and are critical for normal organ function.
Dysfunctional mitochondria characterize a number of rare genetic
diseases and are involved in many common age-related diseases,
typically involving organ systems with high energy demands such as
the eye, the neuromuscular system, the heart and the brain. The
Company believes their lead product candidate, elamipretide, has
the potential to treat ophthalmic diseases entailing mitochondrial
dysfunction, such as dry AMD, rare neuromuscular disorders, such as
primary mitochondrial myopathy and Duchenne muscular dystrophy, and
rare cardiomyopathies, such as Barth syndrome. The Company is
evaluating their second-generation clinical-stage candidate,
SBT-272, for rare neurological disease indications, such as
amyotrophic lateral sclerosis and frontotemporal lobar dementia,
following promising preclinical data. The Company has optimized
their discovery platform to identify novel mitochondria-targeted
compounds which may be nominated as therapeutic product candidates
or utilized as mitochondria-targeted vectors to deliver other
compounds to mitochondria.
Forward-looking Statements
This press release contains
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 that involve substantial
risks and uncertainties. Such forward-looking statements include
those regarding Stealth BioTherapeutics' expectations regarding the
timing of payment of the Per ADS Merger Consideration, the Merger
and the potential benefits thereof. Statements that are not
historical facts, including statements about Stealth
BioTherapeutics' beliefs, plans and expectations, are
forward-looking statements. The words "anticipate," "expect,"
"hope," "plan," "potential," "possible," "will," "believe,"
"estimate," "intend," "may," "predict," "project," "would" and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Stealth BioTherapeutics may not actually
achieve the plans, intentions or expectations disclosed in these
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements as a result of known
and unknown risks, uncertainties and other important factors,
including: Stealth BioTherapeutics' ability to obtain additional
funding and to continue as a going concern; the impact of the
COVID-19 pandemic; the ability to successfully demonstrate the
efficacy and safety of Stealth BioTherapeutics' product candidates
and future product candidates; the preclinical and clinical results
for Stealth BioTherapeutics' product candidates, which may not
support further development and marketing approval; the potential
advantages of Stealth BioTherapeutics' product candidates; the
content and timing of decisions made by the FDA, the EMA or other
regulatory authorities, investigational review boards at clinical
trial sites and publication review bodies, which may affect the
initiation, timing and progress of preclinical studies and clinical
trials of Stealth BioTherapeutics product candidates; Stealth
BioTherapeutics' ability to obtain and maintain requisite
regulatory approvals and to enroll patients in its planned clinical
trials; unplanned cash requirements and expenditures; competitive
factors; Stealth BioTherapeutics' ability to obtain, maintain and
enforce patent and other intellectual property protection for any
product candidates it is developing; and general economic and
market conditions. These and other risks are described in greater
detail under the caption "Risk Factors" included in Stealth
BioTherapeutics' most recent Annual Report on Form 20-F filed with
the SEC, as well as in any future filings with the SEC.
Forward-looking statements represent management's current
expectations and are inherently uncertain. Except as required by
law, Stealth BioTherapeutics does not undertake any obligation to
update forward-looking statements made by it to reflect subsequent
events or circumstances.
Investor Relations for the Company
Kendall Investor
Relations
Adam Bero, Ph.D.
abero@kendallir.com
IR@StealthBT.com
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SOURCE Stealth BioTherapeutics Inc.