Filed by Zymeworks Delaware Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Zymeworks Inc.
Commission File No. for Registration Statement on Form S-4
filed by Zymeworks Delaware Inc.: 333-266160
On July 15, 2022, Zymeworks Inc. issued the following press release.
Zymeworks Announces Plan to Become a Delaware Corporation
● 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 Companys name, brand, and ticker symbol to remain unchanged
Vancouver, Canada and Seattle, Washington July 15, 2022 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.