- Redomicile anticipated to enhance long-term value for
securityholders, provide opportunities for increased value of
Zymeworks common shares, and better position the Company for future
growth
- Zymeworks Board recommends that Zymeworks securityholders vote
FOR the Redomicile resolution
- To vote, contact Kingsdale Advisors at 1-855-476-7981 (within
North America) or at 1-416-867-2272 (outside North America), or at
contactus@kingsdaleadvisors.com
Zymeworks Inc. (“Zymeworks” or the “Company”) (NYSE: ZYME), a
clinical-stage biopharmaceutical company developing multifunctional
biotherapeutics, today announced that the proxy statement (“Proxy
Statement”) and related materials, dated September 2, 2022 for its
special meeting of securityholders (the “Special Meeting”) have
been filed publicly and are being mailed to securityholders. The
Special Meeting will be held on Friday, October 7, 2022, at 9:00
a.m. Pacific time at the Pearl Room, Fairmont Pacific Rim, 1038
Canada Place, Vancouver, BC V6C 0B9 to approve the previously
announced plan to become a Delaware corporation (the “Redomicile”).
The record date for the meeting is August 24, 2022. Proxies
submitted must be received by 9:00 a.m. Pacific time on Wednesday,
October 5, 2022.
At the Special Meeting, Zymeworks securityholders will be asked
to consider the Redomicile resolution to approve a series of
transactions, including a corporate redomicile (collectively, the
“Redomicile Transactions”). Pursuant to the Redomicile
Transactions, holders of Zymeworks’ common shares will receive one
share of common stock of Zymeworks Delaware Inc., a wholly-owned
subsidiary of Zymeworks Inc., and which will become the parent
corporation in connection with the completion of the Redomicile
(“New Zymeworks”), or one exchangeable share in the capital of an
indirect, wholly-owned subsidiary of New Zymeworks, as applicable,
for each Zymeworks’ common share owned immediately prior to the
Redomicile Transactions (with the aggregate number of exchangeable
shares issued subject to a cap) as further outlined in the proxy
statement.
The board of directors of Zymeworks (the “Zymeworks Board”)
recommends that Zymeworks securityholders vote FOR the Redomicile
resolution. The Company believes that the Redomicile will enhance
long-term value for securityholders, as well as better position the
Company for future growth. The Company also believes that the
Redomicile may provide greater opportunities to expand its
institutional investor base and may enable New Zymeworks to be
eligible for inclusion in certain leading indices, providing
opportunities for increased value of Zymeworks common shares and
enabling New Zymeworks to be more closely aligned with its peers in
the biotechnology sector. Moreover, the Zymeworks Board believes
that, if zanidatamab is approved, the United States will be a key
geography for the commercialization of zanidatamab, and that a
significant portion of counterparties in potential monetization
opportunities for the Company’s early-stage product candidates are
located in the United States.
Subject to receipt of necessary approvals, including from
securityholders, the New York Stock Exchange and the Supreme Court
of British Columbia, it is anticipated that the Redomicile will be
completed as soon as practicable following the date of the Special
Meeting. A Notice of Special Meeting and Proxy Statement/Prospectus
and a form of proxy or voting instruction form are being mailed to
all securityholders and will also be available under the Company’s
issuer profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
Your vote is very important regardless of the number of
Zymeworks common shares, Zymeworks warrants and/or Zymeworks
incentive awards that you own. If you have questions or need
help voting, contact Kingsdale Advisors at 1-855-476-7981 (within
North America), or at 1-416-867-2272 (outside North America), or by
email at contactus@kingsdaleadvisors.com.
Advisors
Kingsdale Advisors is acting as strategic securityholder
advisor, proxy solicitation agent, information agent and
communications advisor to the Company.
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 change of domicile to Delaware (the
“Redomicile”), Zymeworks has caused its subsidiary New Zymeworks to
file a registration statement on Form S-4, which includes New
Zymeworks’ prospectus as well as Zymeworks’ proxy statement (the
“Proxy Statement/Prospectus”), with the U.S. Securities and
Exchange Commission (the “SEC”) and the appropriate Canadian
securities regulatory authorities. Zymeworks will mail the 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 are able to obtain free copies of the Proxy
Statement/Prospectus 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 are
also able to obtain free copies of the Proxy Statement/Prospectus
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 are 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, is included in the Proxy
Statement/Prospectus described above. 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,
zanidatamab zovodotin (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
securityholders 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 securityholders, 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/20220908005502/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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