Zymeworks Adopts Limited-Duration Shareholder Rights Plan, Enabling All Shareholders to Realize Full Value of Company
June 10 2022 - 9:15AM
Business Wire
- Plan ensures shareholders are protected and treated
equitably
- Does not prevent the Zymeworks Board from engaging on future
acquisition proposal that is in the best interests of all
shareholders
Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical
company developing next-generation multifunctional biotherapeutics,
today announced that its board of directors (the “Board”) has
adopted a limited-duration shareholder rights plan (the “Rights
Plan”). The Board adopted the Rights Plan in response to the
unsolicited, non-binding proposal by All Blue Falcons FZE (“All
Blue”) to acquire Zymeworks and All Blue’s continued share
accumulations.
The Rights Plan is intended to enable all shareholders to
realize the full value of their investment in Zymeworks. The Rights
Plan will reduce the likelihood that any entity, person or group
gains control of Zymeworks through open market accumulation without
paying all shareholders an appropriate control premium. It will
also provide the Board with the appropriate time to make informed
judgments and take actions that are in the best interests of all
shareholders. Finally, the Board believes that the Rights Plan will
protect the investment of shareholders during a period of
substantial market dislocation in which the current trading value
of Zymeworks’ shares does not reflect the inherent value of
Zymeworks’ business or its long-term prospects and commercial
opportunities.
Zymeworks notes that it is subject to both U.S. and Canadian
securities laws. Based on information available to Zymeworks, less
than 10% of its outstanding common shares are held by shareholders
in Canada. As a result, Canadian securities laws related to the
timing of, and process for, any formal offer by All Blue to acquire
control of Zymeworks would not be applicable to such an offer.
Instead, any formal offer will be governed by U.S. securities
laws.
The Rights Plan does not prevent the Board from engaging with
parties or accepting an acquisition proposal if the Board believes
that it is in the best interests of Zymeworks and its
shareholders.
The Rights Plan is similar to shareholder rights plans adopted
by other companies in comparable circumstances. Under the Rights
Plan, the rights will become exercisable if an entity, person or
group acquires beneficial ownership of 10% or more of Zymeworks’
common shares, or 20% in the case of certain passive investors. In
the event that the rights become exercisable due to the triggering
ownership threshold being crossed, each right will entitle its
holder (other than the person, entity or group triggering the
Rights Plan, whose rights will become void and will not be
exercisable) to purchase, at the then-current exercise price,
additional shares of common stock having a then-current market
value of twice the exercise price of the right.
The Rights Plan will expire on June 8, 2023.
Additional details regarding the Rights Plan, including the full
text of the Rights Plan itself, will be available under Zymeworks’
profile on SEDAR at www.sedar.com or
at www.sec.gov as required by applicable rules.
Advisors
Goldman Sachs & Co. LLC and MTS Health Partners, LP are
serving as financial advisors, Blake, Cassels & Graydon LLP and
Wilson Sonsini Goodrich & Rosati, Professional Corporation are
acting as legal counsel, and Kingsdale Advisors is acting as
strategic shareholder and communications advisor to Zymeworks.
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company
dedicated to the discovery, development and commercialization of
next-generation multifunctional biotherapeutics. Zymeworks’ suite
of therapeutic platforms and its fully integrated drug development
engine enable precise engineering of highly differentiated product
candidates. Zymeworks’ lead clinical candidate, zanidatamab, is a
novel Azymetric™ HER2-targeted bispecific antibody currently being
evaluated in multiple Phase 1, Phase 2, and pivotal clinical trials
globally as a targeted treatment option for patients with solid
tumors that express HER2. Zymeworks’ second clinical candidate,
ZW49, is a novel bispecific HER2‑targeted antibody-drug conjugate
currently in Phase 1 clinical development and combines the unique
design and antibody framework of zanidatamab with Zymeworks’
proprietary ZymeLink™ linker and cytotoxin. Zymeworks is also
advancing a deep preclinical pipeline in oncology (including
immuno-oncology agents) and other therapeutic areas. In addition,
its therapeutic platforms are being leveraged through strategic
partnerships with global biopharmaceutical companies. For more
information on our ongoing clinical trials visit
www.zymeworksclinicaltrials.com. For additional information about
Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on
Twitter.
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version on businesswire.com: https://www.businesswire.com/news/home/20220610005077/en/
Investor Inquiries: Jack Spinks (604) 678-1388
ir@zymeworks.com
Media Inquiries: Diana Papove (604) 678-1388
media@zymeworks.com
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