- Institutional Shareholder Services joins Glass Lewis in
recommending a vote FOR the Redomicile resolution
- ISS cites potential for improved capital raising ability and
commercialization efficiencies for the Company's lead product
candidate, zanidatamab
- 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, is pleased to announce that a second independent
proxy advisory firm, Institutional Shareholder Services Inc.
(“ISS”), has recommended shareholders vote FOR the Company’s plan
to become a Delaware corporation (the “Redomicile”). ISS’ positive
recommendation follows Glass, Lewis & Co.’s (“Glass Lewis”)
support for the Redomicile.
ISS notes in the report that the Redomicile “may provide for
improved capital raising ability and commercialization efficiencies
if the company's lead product candidate (zanidatamab) is approved
in the United States.”
“We are pleased that both proxy advisors recognize that the
Redomicile provides opportunities for a greater investor base and
significant monetization opportunities,” said Kenneth Galbraith,
Chair and CEO of Zymeworks. “ISS’ support further validates our
view that the Redomicile will serve to enhance long-term value for
securityholders. We urge Zymeworks securityholders to follow both
proxy advisors’ independent recommendations and vote FOR the
Redomicile.”
The board of directors of Zymeworks unanimously recommends that
Zymeworks securityholders vote FOR the Redomicile resolution well
before the deadline of 9:00 a.m., Pacific Time, on October 5,
2022.
Your vote is critical no matter how many Zymeworks common
shares, Zymeworks warrants and/or Zymeworks incentive awards that
you own. To vote, 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 press release 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 has caused its
subsidiary Zymeworks Delaware Inc., a Delaware corporation (“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 has mailed
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 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; ability to commercialize its products
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/20220926005774/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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