- Enhances alignment with US shareholder base and other peer
biotechnology companies
- Positions company for growth while helping to reduce complexity
and certain administrative costs
- The Company’s name, brand, and ticker symbol to remain
unchanged
Zymeworks Inc. (“Zymeworks” or the “Company”) (NYSE: ZYME), a
clinical-stage biopharmaceutical company developing multifunctional
biotherapeutics, today announced its intention to become a Delaware
corporation (“New Zymeworks”), subject to receipt of necessary
shareholder, stock exchange, and court approvals.
Zymeworks believes that becoming a Delaware corporation (the
“Redomicile”) will enhance long-term value for shareholders, help
reduce certain administrative costs and complexities related to its
future operations, including future monetization and partnering
opportunities for its R&D programs, and better position the
Company for future growth. The Company also believes that becoming
a Delaware corporation may provide greater opportunities to expand
its institutional investor base and may enable New Zymeworks to be
eligible for inclusion in certain leading indices, such as the
Russell and S&P indices, providing opportunities to be more
closely aligned with its peers in the biotechnology sector.
“Becoming a Delaware corporation is an important part of our
overall plan to reduce organizational and legal complexity and
certain duplicative administrative costs. We believe that becoming
a Delaware corporation is the right strategic move to align with
both our current and prospective U.S.-based shareholders and our
future operational structure,” said Kenneth Galbraith, Chair and
CEO of Zymeworks. “Since our founding in 2003 in British Columbia,
Zymeworks’ U.S. presence has grown significantly. We have a U.S.
stock listing, and the majority of our current shareholder base,
nearly half our employees, and all but one of our independent
directors are located in the U.S. Vancouver will remain an
important and significant hub for our operations, including our
early R&D laboratories working on the next-generation of
antibody-drug conjugates and multi-specific antibody
therapeutics.”
Zymeworks anticipates that the Redomicile will conclude in the
fourth quarter of 2022, pending necessary shareholder, stock
exchange, and court approval. Once the Redomicile is complete, New
Zymeworks will continue under the current Zymeworks name and brand,
and will continue to maintain significant operations in both Canada
and the United States. In addition, the Company is currently
planning to expand its operations to Europe and Asia.
To effect the Redomicile, Zymeworks will conduct a share
exchange, pursuant to which holders of Zymeworks’ common shares
will exchange their Zymeworks common shares for shares of common
stock of New Zymeworks or, at their election with respect to all or
a portion of their Zymeworks common shares and subject to
applicable eligibility criteria and an overall cap, exchangeable
shares in the capital of a newly formed indirect subsidiary of New
Zymeworks. A special meeting of Zymeworks security holders will be
held to approve the Redomicile. The Redomicile requires the
affirmative vote of two-thirds of votes cast at the special
meeting, as well as approvals by the New York Stock Exchange (the
“NYSE”) and the Supreme Court of British Columbia. A preliminary
proxy statement/prospectus on Form S-4 will be filed by New
Zymeworks with the U.S. Securities and Exchange Commission (the
“SEC”) and applicable Canadian securities regulatory authorities.
It is expected that, immediately prior to the effective time of the
Redomicile, shares of common stock of New Zymeworks will be listed
on the NYSE under Zymeworks’ current ticker symbol: “ZYME”.
Webcast
Zymeworks will host a webcast on Friday, July 15 at 8:30 am ET
to discuss the Redomicile. The event will be led by Neil Klompas,
Zymeworks’ Chief Operating Officer.
Interested parties can access the live webcast via Zymeworks’
website at https://ir.zymeworks.com/events-and-presentations. A
recorded replay will be accessible after the event through the
Zymeworks website.
Important Information for Investors and
Securityholders
This communication is not intended to and does not constitute an
offer to sell, buy or exchange or the solicitation of an offer to
sell, buy or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable law. In
connection with the proposed Redomicile, Zymeworks will cause its
subsidiary Zymeworks Delaware Inc., a Delaware corporation (“New
Zymeworks”), to file a registration statement on Form S-4, which
will include New Zymeworks’ prospectus as well as Zymeworks’ proxy
statement (the “Proxy Statement/Prospectus”), with the SEC and the
appropriate Canadian securities regulatory authorities. Zymeworks
plans to mail the definitive Proxy Statement/Prospectus to its
shareholders and holders of its warrants and outstanding equity
awards in connection with the proposed Redomicile. INVESTORS AND
SECURITYHOLDERS OF ZYMEWORKS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ZYMEWORKS, NEW ZYMEWORKS, THE
REDOMICILE, AND RELATED MATTERS. Investors and securityholders will
be able to obtain free copies of the Proxy Statement/Prospectus
(when available) and other documents filed with the SEC by
Zymeworks or New Zymeworks through the website maintained by the
SEC at www.sec.gov (“EDGAR”). Investors and securityholders will
also be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed
with Canadian securities regulatory authorities by Zymeworks,
through the website maintained by the Canadian Securities
Administrators at www.sedar.com (“SEDAR”). In addition, investors
and securityholders will be able to obtain free copies of the
documents filed with the SEC and Canadian securities regulatory
authorities on Zymeworks’ website at www.zymeworks.com or by
contacting Zymeworks’ corporate secretary.
Participants in the Solicitation
Zymeworks and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed Redomicile. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the securityholders of
Zymeworks in connection with the proposed Redomicile, including a
description of their respective direct or indirect interests, by
security holdings or otherwise, will be included in the Proxy
Statement/Prospectus described above when it is filed with the SEC
and Canadian securities regulatory authorities. Additional
information regarding Zymeworks’ directors and executive officers
is also included in Zymeworks’ Amendment No. 1 to the Annual Report
on Form 10-K/A, which was filed with the SEC and Canadian
securities regulatory authorities on May 2, 2022. This document is
available free of charge as described above.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” or
information within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements in this press release
include, but are not limited to, statements that relate to the
timing and completion of the Redomicile; expected benefits of the
Redomicile; opportunities to enhance long-term value for
shareholders as a U.S. corporation; opportunities to expand the
institutional investor base; eligibility for inclusion in certain
leading indices; ability to commercialize zanidatamab in the United
States; and other information that is not historical information..
When used herein, words such as “intention”, “subject to”,
believes”, “propose”, “will”, “future”, “may”, “anticipates”,
“pending”, “plans”, “potential”, and similar expressions are
intended to identify forward-looking statements. In addition, any
statements or information that refer to expectations, beliefs,
plans, projections, objectives, performance or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking. All forward-looking
statements are based upon Zymeworks’ current expectations and
various assumptions. Actual results could differ materially from
those described or implied by such forward-looking statements as a
result of various factors, including, without limitation: the
impact of the COVID-19 pandemic on Zymeworks’ business, research
and clinical development plans and timelines and results of
operations, including impact on its clinical trial sites,
collaborators, and contractors who act for or on Zymeworks’ behalf,
may be more severe and more prolonged than currently anticipated;
the ability to receive, in a timely manner and on satisfactory
terms, the required securityholder, stock exchange and court
approvals; the anticipated last day of trading Zymeworks common
shares on the NYSE and the anticipated trading of shares of common
stock of New Zymeworks following the completion of the Redomicile;
and assumptions in corporate guidance. Risks and uncertainties
include, but are not limited to: the anticipated benefits of the
Redomicile may not be achieved; the receipt of securityholder,
stock exchange and court approvals and satisfaction of other
conditions in connection with the Redomicile may not be obtained;
the anticipated tax consequences and impact of the Redomicile to
Zymeworks shareholders, Zymeworks and New Zymeworks may not
materialize; risks relating to New Zymeworks following the
Redomicile, including triggering provisions in certain agreements
that require consent or may result in termination; publicity
resulting from the Redomicile and impacts to the company’s business
and share price; risks that the description of the transactions in
external communications may not properly reflect the underlying
legal and tax principles of the Redomicile; the benefits of being a
U.S. corporation on efforts to commercialize zanidatamab may not be
realized; changes in or interpretation of laws or regulations may
prevent the realization of anticipated benefits from the
Redomicile; risks associated with existing or potential lawsuits
and regulatory actions; the impact of disputes arising with
partners; and other risks and uncertainties as described in
Zymeworks’ Annual Report on Form 10-K, as amended, and Quarterly
Report on Form 10-Q and as described from time to time in
Zymeworks’ other periodic filings as filed on SEDAR and EDGAR.
Although Zymeworks believes that such forward-looking Statements
are reasonable, there can be no assurance they will prove to be
correct. Investors should not place undue reliance on
forward-looking statements. The above assumptions, risks and
uncertainties are not exhaustive. Forward-looking statements are
made as of the date hereof and, except as may be required by law,
Zymeworks undertakes no obligation to update, republish, or revise
any Forward-looking statements to reflect new information, future
events or circumstances or to reflect the occurrences of
unanticipated events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220715005061/en/
Investor inquiries: Jack Spinks (604) 678-1388
ir@zymeworks.com Media inquiries: Diana Papove (604)
678-1388 media@zymeworks.com
Zymeworks (NYSE:ZYME)
Historical Stock Chart
From Aug 2024 to Sep 2024
Zymeworks (NYSE:ZYME)
Historical Stock Chart
From Sep 2023 to Sep 2024