Filed
by Mereo BioPharma Group plc pursuant to Rule 425
under
the Securities Act of 1933, as amended
Subject
Companies: Mereo BioPharma Group plc and
OncoMed
Pharmaceuticals, Inc.
Date:
December 6, 2018.
This
filing relates to a proposed merger of Mereo BioPharma Group plc
with
OncoMed Pharmaceuticals, Inc.
(Subject
Company Commission File No.: 001-35993)
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). UPON PUBLICATION
OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.
Proposed
Combination of Mereo BioPharma and OncoMed Pharmaceuticals
To be effected
by an all-stock transaction plus issuance of Contingent Value Rights (“CVRs”); completion expected H1 2019
Deal broadens
asset and shareholder base and extends Enlarged Group cash runway
Enlarged
Group expects to launch new NASDAQ-Listed ADR programme
Conference
call and webcast today with Dr Denise Scots-Knight and Dr John Lewicki, 8:30 a.m. ET / 1:30 p.m. GMT
London,
UK and Redwood City, California, USA, 5 December 2018
– Mereo BioPharma Group plc (AIM: MPH) (“
Mereo
”,
the “
Company
” or the “
Group
”), the clinical stage UK based biopharmaceutical company focused
on rare diseases, and OncoMed Pharmaceuticals, Inc. (NASDAQ: OMED) (“
OncoMed
”), a NASDAQ listed oncology-focused
clinical stage biopharmaceutical business, today announce the proposed combination of Mereo and OncoMed (the “
Transaction
”).
The Transaction has been unanimously approved by the Board of Directors of each company.
Highlights
The Transaction,
on completion, creates a combined business (the “
Enlarged Group
”) with:
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·
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A
diversified combined portfolio of seven assets, resulting in an increased number of potential
near-term catalysts with a core focus remaining on Mereo’s strategy to target orphan
diseases
|
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o
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Three
significant Phase 2 clinical trial readouts from Mereo’s core orphan products for
osteogenesis imperfecta and alpha-1 antitrypsin deficiency in 2019, respectively
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§
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BPS-804
for osteogenesis imperfecta Phase 2b dose ranging study. Open-label six-month data is
expected on the top dose in H1 2019, 12-month dose ranging data expected in H2 2019
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§
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MPH-966
for the treatment of alpha-1 antitrypsin deficiency (AATD) Phase 2 dose ranging study
top line data expected in H2 2019
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o
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Potential
partnerships with Mereo’s BCT-197 and BGS-649 programs following the successful
completion of Phase 2 trials in the last 12 months
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o
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Potential
partnership with OncoMed’s navicixizumab program which is currently in a Phase
1b clinical study and has shown encouraging data in heavily pre-treated ovarian cancer
patients to date
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o
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Ongoing
collaboration with Celgene
Corporation (“Celgene”)
with an option to license OncoMed’s
etigilimab (anti-TIGIT) program
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·
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A
strong combined cash position extending the current operational runway into 2020
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o
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Cash
resources
1
,
on a proforma combined basis, were US$115.5 million as of September 30, 2018, incorporating
OncoMed’s cash resources
1
of US$70.9 million as of September 30, 2018
|
|
o
|
Potential
for runway to be extended significantly both through partnering deals and through the
possible etigilimab option exercise by Celgene
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·
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A
NASDAQ American Depositary Receipt (“ADR”) Level III listing, in addition
to Mereo’s existing AIM listing, and a diversified international shareholder base
including a number of US institutional specialist healthcare investors
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1
Cash resources defined as cash and cash equivalents and short-term investments
and represent unaudited balances as at September 30, 2018 converted where appropriate to USD at prevailing rates
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·
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The
combined skills and expertise of
Mereo
and
a select number of OncoMed employees
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·
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An
established US operational base in Redwood City, California
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·
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An
expanded Board with two new biopharmaceutical industry-experienced OncoMed independent
non-executive directors
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To effect
the Transaction, on completion, which is expected in H1 2019:
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·
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Subject
to potential adjustment as described below, based upon an
OncoMed
net cash balance of US$38 million at completion,
current
Mereo shareholders are expected to own approximately 75% of the issued share capital
of the Enlarged Group, while current OncoMed shareholders are expected to own approximately
25% of the issued share capital of the Enlarged Group (through their holding of ADRs)
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·
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In
addition, OncoMed shareholders will receive CVRs representing the right to receive future
conditional cash payments and additional ADRs based on the achievement of certain milestones
relating to OncoMed assets
|
Commenting
on the announcement, Mereo's Chief Executive Officer, Dr Denise Scots-Knight, said:
“I am delighted to announce our
proposed combination with OncoMed. The Transaction allows us to broaden our asset base, including strengthening our cash position
to enable us to progress beyond our key clinical milestones.
We
believe that our plan to initiate a US ADR programme on NASDAQ, in addition to the continued listing of our ordinary shares on
AIM, will facilitate a deep engagement with the broadest range of appropriate investors.
During
2019 we continue to expect several value inflection points, including data from our Phase 2b dose ranging study for BPS-804 for
osteogenesis imperfecta and data from our Phase 2 dose ranging study for MPH-966 for alpha-1 antitrypsin deficiency both being
run in the US and Europe. Alongside these milestones, we are also progressing partnering discussions for our other two products,
BCT-197 for acute exacerbations of COPD and BGS-649 for hypogonadotropic hypogonadism. We also intend to begin partnering discussions
for OncoMed’s navicixizumab programme, which has generated encouraging clinical data in ovarian cancer that should guide
further clinical development.”
Commenting
on the announcement, OncoMed’s President and Chief Executive Officer, Dr John Lewicki, said:
“We believe this
is a value-enhancing transaction for both companies, forming an organization with a much expanded pipeline of diversified assets
and strengthened capabilities and resources. We look forward to working closely with the Mereo team to finalize the transaction
and assist in assimilation of the combined assets.”
Principal
Terms of the Transaction
Pursuant
to the terms of an agreement and plan of merger and reorganization, unanimously approved by each party's Board of Directors, each
share of OncoMed issued and held immediately prior to the Transaction becoming effective will be converted into the right to receive:
(i) Mereo ADRs pursuant to an exchange ratio described in more detail below and (ii) one CVR representing the contingent right
to receive certain cash payments and Mereo ADRs upon the achievement of certain milestones relating to etigilimab and navicixizumab.
OncoMed will become a 100% owned subsidiary of Mereo on closing of the Transaction.
Subject to
certain adjustments to the exchange ratio as described further below, based upon an OncoMed net cash balance of US$38 million
at closing of the Transaction, Mereo is expected to issue approximately 23.7 million new ordinary shares ("
Ordinary Shares
")
which will be deposited with a depositary in order to issue Mereo ADRs to current OncoMed shareholders (based on a ratio of one
Mereo ADR for every five new Ordinary Shares issued), and current OncoMed shareholders are expected to own approximately 25% of
the issued share capital of the Enlarged Group immediately
following
completion of the Transaction. The Ordinary Shares underlying the Mereo ADRs to be issued in exchange for each OncoMed share in
the Transaction represent an aggregate value of approximately US$57.4 million (based on the Mereo share price of 190 pence at
close on 4 December 2018) and a premium of 34% over the OncoMed market capitalisation of US$42.9 million on 4 December 2018.
The ADR consideration
to be issued to OncoMed shareholders in connection with the Transaction is subject to the following adjustments:
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·
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The
aggregate number of ADRs to be issued to OncoMed shareholders is based on an exchange
ratio that is subject to adjustment based on OncoMed’s net cash balance at completion.
OncoMed shareholders will receive a greater or lesser number of ADRs if OncoMed’s
net cash balance at completion is greater or less than US$38 million, respectively, with
OncoMed shareholders receiving a proportionally lesser number of Mereo ADRs for each
dollar of OncoMed net cash below US$36.5 million.
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·
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If
the milestone relating to etigilimab set forth in the CVR and further described below
is satisfied prior to closing of the Transaction, the number of
Mereo
ADRs to be issued to
OncoMed
shareholders at closing of the Transaction will be increased as a result of the
cash amount received by
OncoMed
from Celgene in connection with the exercise of such option. In those circumstances
the CVR would no longer include a milestone relating to etigilimab.
|
Each OncoMed
shareholder will also receive a CVR for each OncoMed share held immediately prior to completion representing the right to receive:z
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·
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Additional
Mereo ADRs in the event that
Celgene exercises its option in respect of etigilimab and pays OncoMed the associated
milestone payment of US$35 million prior to 31 December 2019. The number of new Mereo
ADRs to be issued in such case will be based on an exchange ratio calculated by dividing
the net milestone amount received by Mereo from Celgene by the prevailing share price
of Mereo following the announcement of the exercise of such option, subject to the limitation
that in no event will Mereo be obligated to issue ADRs representing underlying Ordinary
Shares (both at completion under the merger agreement and when combined with ADRs to
be issued pursuant to the CVRs) which represent more than 40% of the issued share capital
of the Enlarged Group (with such limit calculated by reference to the issued share capital
of Mereo immediately prior to completion); and
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·
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Additional
cash consideration equal to 70% of the net proceeds of milestone payments actually received
by
Mereo
within a period
of 5 years following completion of the Transaction from certain future partnership or
investment transactions in relation to
navicixizumab
,
subject to an aggregate cap of approximately US$80 million. The balance of any milestone
payments received would be retained by
Mereo
.
|
Board,
Management and Employees
Following
completion, the Mereo Board of Directors will be expanded to 10 persons to accommodate the appointment of current OncoMed directors
Michael Wyzga and Dr Deepa Pakianathan as independent non-executive directors. Michael Wyzga currently serves as a Chief Financial
Officer of Aura Biosciences, Inc. and was formerly President and Chief Executive Officer of Radius Health, Inc. and the Chief
Financial Officer and Executive Vice President of Genzyme Corporation. Dr Deepa Pakianathan is a Managing Member at Delphi Ventures
and serves on the board of directors of Alder Biopharmaceuticals, Inc., Karyopharm Therapeutics, Inc., and Calithera Biosciences,
Inc.
The
existing Mereo Directors will continue to serve in their current positions. The Board will thus be comprised of eight non-executive
and two executive Directors. Dr. John Lewicki, Chief Executive Officer of OncoMed, will continue as an advisor to Mereo as the
Company explores partnership opportunities for the navicixizumab program.
Following
completion of the Transaction, it is proposed that new service contracts will be entered into with each of the new non-executive
directors. The terms of these service contracts are still subject to negotiation but it is anticipated that they will be substantially
similar to the service contracts of the
existing
non-executive directors of Mereo. Pursuant to Schedule 4 of the AIM Rules, Mereo will confirm the details of the service contracts
once agreed.
OncoMed
is undertaking a restructuring that will involve a significant reduction in its workforce, while maintaining a core employee base
to meet the obligations for the ongoing OncoMed operations and clinical programs in an efficient manner and will include the retention
of key employees who will join Mereo after the completion of the Transaction.
Other
Information
The
Transaction constitutes a substantial transaction for Mereo for the purposes of Rule 12 of the AIM Rules.
Application
is expected to be made at the time of completion of the Transaction to the London Stock Exchange for the new Ordinary Shares in
respect of the Transaction to be admitted to trading on AIM and which are to be issued to OncoMed shareholders by means of the
issue of a proportionate number of Mereo ADRs expected to be admitted to trading on the NASDAQ Stock Market LLC trading platform
("NASDAQ").
The
Transaction is subject to customary closing conditions including, among other things, approval
of the transaction by shareholders of OncoMed, the listing of the Mereo ADRs on NASDAQ and the
admission to trading of the Ordinary Shares to be issued in connection with the Transaction on AIM.
The
Company expects to publish and file with the SEC a Registration Statement on Form F-4, which will include a proxy statement of
OncoMed that also constitutes a prospectus of Mereo under SEC filing rules.
In
total, the Company has received irrevocable undertakings to support the Transaction of Mereo shareholders in respect of holdings
totalling, in aggregate, 36,949,063 Mereo Ordinary Shares, representing 51.9% of Mereo’s existing Ordinary Shares currently
in issue. In total, OncoMed has received irrevocable undertakings to vote in favour of the resolutions to effect the Transaction
to be proposed at the general meeting of OncoMed shareholders in respect of holdings totalling, in aggregate, 4,130,907 OncoMed
shares of common stock, representing 10.69% of OncoMed’s outstanding shares of common stock.
Analyst
and Investor Call Information
Mereo's Chief
Executive Officer, Dr Denise Scots-Knight, and OncoMed’s President and Chief Executive Officer, Dr John Lewicki, will host
a live joint conference call and webcast at 8:30 a.m. Eastern Time (1:30 p.m. GMT) today to discuss the combination of Mereo and
OncoMed.
The live
webcast and a replay may be accessed by visiting Mereo’s website at https://www.mereobiopharma.com/news-and-media/events-and-conferences
or OncoMed’s website at http://www.oncomed.com/investors/events-and-presentations. Please connect to the website at least
15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast.
Alternatively, please call (866) 688-2942 (U.S.), 0800 028 8438 (UK) or (561) 569-9224 (international) to listen to the live conference
call. The conference ID number for the live call is 4787476. Please dial in approximately 10 minutes prior to the call. Telephone
replay will be available approximately two hours after the call. To access the replay, please call (855) 859-2056 (U.S.) or (404)
537-3406 (international). The conference ID number for the replay is 4787476. The telephone replay will be available until December
12, 2018.
About
Mereo
Mereo is
a biopharmaceutical company focused on the development and commercialization of innovative therapeutics that aim to improve outcomes
for patients with rare diseases. Mereo’s strategy is to selectively acquire product candidates that have already received
significant investment from pharmaceutical companies and that have substantial preclinical, clinical and manufacturing data
packages.
Each of Mereo’s four product candidates has previously generated positive clinical data for Mereo’s target indication
or in a related indication. Since inception Mereo has commenced large, randomized, placebo-controlled Phase 2 clinical trials
for all four of the product candidates:
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·
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BPS-804
for osteogenesis imperfecta (OI). The Company recently announced completion of enrolment
with 112 adult patients in a Phase 2b dose ranging study with some initial data expected
in the H1 2019 and top-line dose ranging data in late 2019. A pediatric Phase 3 study
design has also been approved by the EMA. BPS-804 has orphan designation in the US and
EU and has been accepted into the PRIME and Adaptive Pathways in EU;
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·
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MPH-966
for alpha-1 antitrypsin deficiency (AATD). The Company recently announced first patient
in in a Phase 2 dose ranging study in the US with data expected in late 2019;
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·
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BCT-197
for acute exacerbations of COPD (AECOPD). The Company announced positive top-line Phase
2 data in December 2017; and
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·
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BGS-649
for hypogonadotropic hypogonadism (HH). The Company announced positive top-line Phase
2b data in March 2018.
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·
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As
at September 30, 2018
Mereo
had
(unaudited) total cash resources
2
of approximately US$44.6 million
|
About
OncoMed
OncoMed is
a US-based clinical stage biopharmaceutical company focused on discovering and developing novel anti-cancer therapeutics. OncoMed
currently has three therapeutic candidates in development (Phase 1/1b).
OncoMed currently
has a strategic alliance with Celgene and milestone payments and investments from this collaboration (and prior collaborations
with GlaxoSmithKline LLC and Bayer Pharma AG) have supported the advancement and growth of its product pipeline.
OncoMed’s
product candidates include:
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·
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Etigilimab,
an antibody that targets the T-cell immunoreceptor with immunoglobulin and ITIM domains
(“
TIGIT
”), an inhibitory receptor that is thought to stop T-cells
from attacking tumor cells. The company is currently enrolling a single agent Phase 1a
and a Phase 1b portion in combination with nivolumab in the treatment of patients with
solid tumors who have progressed after treatment with anti-PD1 or anti-PD-L1. This program
is part of
OncoMed
’s
collaboration with Celgene;
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·
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Navicixizumab
(“
NAVI
”), a bispecific monoclonal antibody that targets and inhibits
both Delta-like ligand 4, “DLL4”, and vascular endothelial growth factor,
“VEGF.”
OncoMed
is currently conducting a Phase 1b clinical trial of NAVI in combination with paclitaxel
in patients with heavily pretreated platinum-resistant ovarian cancer following a successful
Phase 1a study; and
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·
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GITRL-Fc,
a fusion protein comprising a member of the tumor necrosis factor (TNF) family of ligands
that functions to activate the co-stimulatory receptor GITR (glucocorticoid-induced tumor
necrosis factor receptor) to enhance T-cell modulated immune responses. A Phase 1a clinical
trial of OncoMed’s GITRL-Fc therapeutic candidate will complete enrollment before
the end of 2018.
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OncoMed had
revenue of approximately US$36.0 million and loss before tax of approximately US$40.1 million for the year ended December 31,
2017, and revenue of approximately US$34.2 million and loss before tax of approximately US$3.8 million for the nine months ended
September 30, 2018.
As at September
30, 2018, OncoMed had gross assets of approximately US$77.2 million and total cash resources
1
of US$70.9 million.
2
Cash resources defined as cash and cash equivalents and short-term investments
and represent unaudited balances as at September 30, 2018 converted where appropriate to USD at prevailing rates
Enquiries
Mereo
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+44 (0)333 023 7300
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Denise Scots-Knight, Chief Executive Officer
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Richard Jones, Chief Financial Officer
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Evercore (Financial Adviser to
Mereo
)
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+44 (0)20 7653 6000
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Julian Oakley
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Tom Watson
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Cantor Fitzgerald Europe (Nominated Adviser
and Joint Broker to
Mereo
)
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+44 (0)20 7894 7000
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Phil Davies
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Will Goode
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RBC Capital Markets (Joint Broker to
Mereo
)
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+44 (0)20 7653 4000
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Rupert Walford
Jamil Miah
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FTI Consulting (Public Relations Adviser to
Mereo
)
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Simon Conway
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+44 (0)20 3727 1000
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Brett Pollard
|
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Burns McClellan (US Public Relations Adviser
to
Mereo
)
|
+01 (0) 212 213 0006
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Lisa Burns
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Ami Bavishi
|
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OncoMed
|
+01 (0) 650 995 8200
|
John Lewicki, President and Chief Executive Officer
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Sylvia Wheeler, Investor Relations and Corporate
Communications
|
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Leerink Partners LLC (Financial Adviser to
OncoMed
)
|
+01 (0) 212 277 6000
|
Dan Dubin
Dan Lepanto
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Important
Notice
Evercore
Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the FCA, is acting
as financial adviser exclusively for Mereo and no one else in connection with the Transaction and accordingly will not be responsible
to anyone other than Mereo in providing the protections afforded to clients of Evercore nor for providing advice in relation to
the Transaction, the content of this announcement or any matter referred to herein. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statue or otherwise) to any person who is not a client of Evercore in connection with this announcement,
any statement contained herein or otherwise.
Save for
the responsibilities and liabilities, if any, of Evercore and Cantor Fitzgerald under the Financial Services and Markets Act 2000
or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, no representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
or on behalf of Evercore or Cantor Fitzgerald or by their respective affiliates, agents, directors, officers and employees as
to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement
has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.
Subject to the AIM
Rules, the
UK Disclosure Guidance and Transparency Rules and MAR, the issue of this announcement shall not, under any circumstances, create
any implication that there has been no change in the affairs of the Company or OncoMed since the date of this announcement or
that the information in this announcement is correct as at any time subsequent to the date of this announcement.
The distribution
of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or
other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No statement
in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Forward-Looking
Statements
This
communication contains “forward-looking statements”. All statements other than statements of historical fact contained
in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash
flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,”
“expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,”
“would,” “could,” “may,” “estimate,” “outlook” and similar expressions,
including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking.
These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments
and business conditions and their potential effect on us. While management believes that these forward-looking statements are
reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors
that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable
stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transaction;
failure to realize anticipated benefits of the proposed transaction; risks relating to unanticipated costs, liabilities or delays
of the transaction; failure or delays in research and development programs; unanticipated changes relating to competitive factors
in the companies’ industry; risks relating to expectations regarding the capitalization, resources and ownership structure
of the combined organizations; the availability of sufficient resources for combined company operations and to conduct or continue
planned clinical development programs; the outcome of any legal proceedings related to the merger; risks related to the ability
to correctly estimate operating expenses and expenses associated with the merger; risks related to the ability to project future
cash utilization and reserves needed for contingent future liabilities and business operations; risks related to the changes in
market prices of the shares of OncoMed’s common stock or Mereo’s ordinary shares relative to the exchange ratio; ability
to hire and retain key personnel; the potential impact of announcement or consummation of the proposed transaction on relationships
with third parties; changes in law or regulations affecting the companies; international, national or local economic, social or
political conditions that could adversely affect the companies and their business; conditions in the credit markets; risks associated
with assumptions the parties make in connection with the parties’ critical accounting estimates and other judgments.
All
of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions
that could cause actual results to differ materially from our historical experience and our present expectations or projections.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses,
including those described in OncoMed’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other documents filed from time to time by OncoMed and Mereo’s with the United States Securities and Exchange Commission
(the “SEC”) and those described in Mereo’s annual reports, relevant reports and other documents published from
time to time by Mereo. We wish
to
caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result
of new information, future events or otherwise, except to the extent required by law.
No
Offer or Solicitation
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant
to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction,
in each case in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act and applicable European or UK, as appropriate, regulations. Subject to certain
exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by
use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)
of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional
Information
Important
Additional Information Will be Filed with the SEC
Mereo
will file with the SEC (1) a Registration Statement on Form F-4 containing the proxy statement of OncoMed that also constitutes
a prospectus of Mereo (the “proxy statement/prospectus”) and (2) other documents concerning the proposed merger.
BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF MEREO
AND ONCOMED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MEREO, ONCOMED, THE PROPOSED TRANSACTIONS AND RELATED MATTERS
. Investors and stockholders will
be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties through
the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the SEC on Mereo’s website at www.mereobiopharma.com (for
documents filed with the SEC by Mereo) or on OncoMed’s website at www.oncomed.com (for documents filed with the SEC by OncoMed).
Participants
in the Solicitation
Mereo,
Oncomed and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation
of proxies from the stockholders of Mereo and OncoMed, respectively in connection with the proposed merger. Stockholders may obtain
information regarding the names, affiliations and interests of OncoMed’s directors and officers in OncoMed’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 8, 2018, and its definitive
proxy statement on Schedule 14A for the 2018 annual meeting of stockholders, which was filed with the SEC on April 27, 2018. To
the extent the holdings of OncoMed’s securities by the Company’s directors and executive officers have changed since
the amounts set forth in OncoMed’s proxy statement for its 2018 annual meeting of stockholders, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the names, affiliations
and interests of Mereo’s directors and officers is contained in Mereo’s Annual Report for the fiscal year ended December
31, 2017 and can be obtained free of charge from the sources indicated above. Additional information regarding the interests of
such individuals in the proposed merger will be included in the proxy statement/prospectus relating to the proposed merger when
it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov,
OncoMed’s website at www.oncomed.com and Mereo’s website at
www.mereobiopharma.com
.
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ONCOMED PHARMACEUTICALS INC (NASDAQ:OMED)
Historical Stock Chart
From Apr 2024 to May 2024
ONCOMED PHARMACEUTICALS INC (NASDAQ:OMED)
Historical Stock Chart
From May 2023 to May 2024