Revolution Medicines, Inc. (Nasdaq: RVMD), a clinical-stage
oncology company developing targeted therapies for RAS-addicted
cancers, and EQRx, Inc. (Nasdaq: EQRX), announced that earlier
today, at their respective special meetings, Revolution Medicines
and EQRx stockholders voted to approve Revolution Medicines’
proposed acquisition of EQRx.
The final votes will be certified by an independent inspector of
elections for each company and publicly reported following this
certification. The transaction is expected to close in November
2023, as soon as all customary closing conditions are
satisfied.
Upon completion of the transaction, each share of common stock
of EQRx issued and outstanding immediately prior to the merger will
be converted into the right to receive 0.1112 shares of common
stock of Revolution Medicines. Revolution Medicines expects to
issue approximately 55 million shares of its common stock in
connection with the merger (excluding assumed warrants and earn-out
shares). No fractional shares will be issued and EQRx stockholders
will receive cash in lieu of any fractional shares as part of the
merger consideration, as specified in the merger agreement.
About Revolution Medicines, Inc.Revolution
Medicines is a clinical-stage oncology company developing novel
targeted therapies for RAS-addicted cancers. The company’s R&D
pipeline comprises RAS(ON) Inhibitors designed to suppress diverse
oncogenic variants of RAS proteins, and RAS Companion Inhibitors
for use in combination treatment strategies. The company’s RAS(ON)
Inhibitors RMC-6236 (RASMULTI), RMC-6291 (RASG12C) and RMC-9805
(RASG12D) are currently in clinical development. Additional RAS(ON)
Inhibitors in the company’s pipeline include RMC-5127 (G12V),
RMC-0708 (Q61H) and RMC-8839 (G13C) which are currently in
IND-enabling development, and additional compounds targeting other
RAS variants.
About EQRx, Inc.EQRx is a biopharmaceutical
company committed to developing and commercializing innovative
medicines for some of the most prevalent disease areas.
Forward Looking Statements This press release
contains forward-looking statements within the meaning of federal
securities laws, including the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
are based upon current plans, estimates and expectations of
management of Revolution Medicines and EQRx in light of historical
results and trends, current conditions and potential future
developments, and are subject to various risks and uncertainties
that could cause actual results to differ materially from such
statements. The inclusion of forward-looking statements should not
be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “may,” “will,” “should,”
“plan,” “could,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,”
“pursue,” “likely,” and words and terms of similar substance used
in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other
than historical facts, including express or implied statements
regarding the proposed transaction; the conversion of equity
interests contemplated by the merger agreement; the issuance of
common stock of Revolution Medicines contemplated by the merger
agreement; the expected timing of the closing of the proposed
transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; and any
assumptions underlying any of the foregoing, are forward-looking
statements. Important factors that could cause actual results to
differ materially from Revolution Medicines’ and EQRx’s plans,
estimates or expectations described in such forward-looking
statements could include, but are not limited to: (i) the risk that
the proposed transaction may not be completed in a timely manner or
at all, which may adversely affect Revolution Medicines’ and EQRx’s
businesses and the price of their respective securities; (ii)
uncertainties as to the timing of the consummation of the proposed
transaction; (iii) the potential failure to satisfy the other
conditions to the consummation of the transaction; (iv) that the
proposed transaction may involve unexpected costs, liabilities or
delays; (v) the effect of the announcement, pendency or completion
of the proposed transaction on each of Revolution Medicines’ or
EQRx’s ability to attract, motivate, retain and hire key personnel
and maintain relationships with customers, distributors, suppliers
and others with whom Revolution Medicines or EQRx does business, or
on Revolution Medicines’ or EQRx’s operating results and business
generally; (vi) that the proposed transaction may divert
management’s attention from each of Revolution Medicines’ and
EQRx’s ongoing business operations; (vii) the risk of any legal
proceedings related to the proposed transaction or otherwise, or
the impact of the proposed transaction thereupon, including
resulting expense or delay; (viii) that Revolution Medicines or
EQRx may be adversely affected by other economic, business and/or
competitive factors; (ix) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement relating to the proposed transaction, including in
circumstances which would require Revolution Medicines or EQRx to
pay a termination fee; (x) the risk that restrictions during the
pendency of the proposed transaction may impact Revolution
Medicines’ or EQRx’s ability to pursue certain business
opportunities or strategic transactions; (xi) the risk that
Revolution Medicines or EQRx may be unable to obtain governmental
and regulatory approvals required for the proposed transaction, or
that required governmental and regulatory approvals may delay the
consummation of the proposed transaction or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed transaction or cause the parties to abandon the
proposed transaction; (xii) the risk that the anticipated benefits
of the proposed transaction may otherwise not be fully realized or
may take longer to realize than expected; (xiii) the impact of
legislative, regulatory, economic, competitive and technological
changes; (xiv) risks relating to the value of Revolution Medicines
securities to be issued in the proposed transaction; (xv) the risk
that integration of the proposed transaction post-closing may not
occur as anticipated or the combined company may not be able to
achieve the growth prospects expected from the transaction; (xvi)
the effect of the announcement, pendency or completion of the
proposed transaction on the market price of the common stock of
each of Revolution Medicines and the common stock and publicly
traded warrants of EQRx; (xvii) the implementation of each of
Revolution Medicines’ and EQRx’s business model and strategic plans
for product candidates and pipeline, and challenges inherent in
developing, commercializing, manufacturing, launching, marketing
and selling potential existing and new products; (xviii) the scope,
progress, results and costs of developing Revolution Medicines’ and
EQRx’s product candidates and any future product candidates,
including conducting preclinical studies and clinical trials, and
otherwise related to the research and development of Revolution
Medicines’ and EQRx’s pipeline; (xix) the timing and costs involved
in obtaining and maintaining regulatory approval for Revolution
Medicines’ and EQRx’s current or future product candidates, and any
related restrictions, limitations and/or warnings in the label of
an approved product; (xx) the market for, adoption (including rate
and degree of market acceptance) and pricing and reimbursement of
Revolution Medicines’ and EQRx’s product candidates and their
respective abilities to compete with therapies and procedures that
are rapidly growing and evolving; (xxi) uncertainties in
contractual relationships, including collaborations, partnerships,
licensing or other arrangements and the performance of third-party
suppliers and manufacturers; (xxii) the ability of each of
Revolution Medicines and EQRx to establish and maintain
intellectual property protection for products or avoid or defend
claims of infringement; (xxiii) exposure to inflation, currency
rate and interest rate fluctuations and risks associated with doing
business locally and internationally, as well as fluctuations in
the market price of each of Revolution Medicines’ and EQRx’s traded
securities; (xxiv) risks relating to competition within the
industry in which each of Revolution Medicines and EQRx operate;
(xxv) the unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities; (xxvi) whether the termination of EQRx’s license
agreements and/or discovery collaboration agreements may impact its
or Revolution Medicines’ ability to license in additional programs
in the future and the risk of delays or unforeseen costs in
terminating such arrangements; (xxvii) risks that restructuring
costs and charges may be greater than anticipated or incurred in
different periods than anticipated; (xxviii) the risk that EQRx’s
restructuring efforts may adversely affect its programs and its
ability to recruit and retain skilled and motivated personnel, and
may be distracting to employees and management; and (xxix) the risk
that EQRx’s restructuring or wind-down efforts may negatively
impact its business operations and reputation with or ability to
serve counterparties or may take longer to realize than expected,
as well as each of Revolution Medicines’ and EQRx’s response to any
of the aforementioned factors. Additional factors that may affect
the future results of Revolution Medicines and EQRx are set forth
in their respective filings with the U.S. Securities and Exchange
Commission (the “SEC”), including each of Revolution Medicines’ and
EQRx’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other filings with the SEC, which are available on the SEC’s
website at www.sec.gov. See in particular Item 1A of Revolution
Medicines’ Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2023 under the heading “Risk Factors,” and Item
1A of each of EQRx’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022 and Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2023, June 30, 2023 and September
30, 2023 under the headings “Risk Factors.” The risks and
uncertainties described above and in the SEC filings cited above
are not exclusive and further information concerning Revolution
Medicines and EQRx and their respective businesses, including
factors that potentially could materially affect their respective
businesses, financial conditions or operating results, may emerge
from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not
to place undue reliance on any forward-looking statements, which
speak only as of the date hereof. Readers should also carefully
review the risk factors described in other documents that
Revolution Medicines and EQRx file from time to time with the SEC.
Except as required by law, each of Revolution Medicines and EQRx
assume no obligation to update or revise these forward-looking
statements for any reason, even if new information becomes
available in the future.
Additional Information and Where to Find ItIn
connection with the proposed transaction, Revolution Medicines and
EQRx filed with the SEC and mailed or otherwise provided to their
respective security holders a joint proxy statement/prospectus
regarding the proposed transaction (as amended or supplemented from
time to time, the “Joint Proxy Statement/Prospectus”). INVESTORS
AND REVOLUTION MEDICINES’ AND EQRX’S RESPECTIVE SECURITY HOLDERS
ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS IN
ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF REVOLUTION
MEDICINES AND EQRX WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION.
Revolution Medicines’ investors and security holders may obtain
a free copy of the Joint Proxy Statement/Prospectus and other
documents that Revolution Medicines files with the SEC (when
available) from the SEC’s website at www.sec.gov and Revolution
Medicines’ website at ir.revmed.com. In addition, the Joint Proxy
Statement/Prospectus and other documents filed by Revolution
Medicines with the SEC (when available) may be obtained from
Revolution Medicines free of charge by directing a request to
Morrow Sodali LLC at RVMD@info.morrowsodali.com.
EQRx’s investors and security holders may obtain a free copy of
the Joint Proxy Statement/Prospectus and other documents that EQRx
files with the SEC (when available) from the SEC’s website at
www.sec.gov and EQRx’s website at investors.eqrx.com. In addition,
the Joint Proxy Statement/Prospectus and other documents filed by
EQRx with the SEC (when available) may be obtained from EQRx free
of charge by directing a request to EQRx’s Investor Relations at
investors@eqrx.com.
No Offer or SolicitationThis communication is
not intended to and shall not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Investors & Media Contact:
Erin Graves
650-779-0136
egraves@revmed.com
EQRx Media Contact:
Chris Kittredge/Stephen Pettibone/Hayley Cook
FGS Global
EQRx@fgsglobal.com
EQRx Investor Contact:
investors@eqrx.com
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