- The Redomicile is anticipated to provide greater opportunities
to enhance long-term value for securityholders, simplify
commercialization efforts and monetization opportunities for our
product candidates, and provide greater comparability to our
peers.
- Leading independent proxy advisory firms, Institutional
Shareholder Services and Glass Lewis, have both recommended that
shareholders vote FOR the Redomicile resolution.
- Vote FOR the Zymeworks Redomicile before the deadline of 9:00
a.m., Pacific Time, on October 5, 2022. For help voting, 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, reminds shareholders that the deadline for voting
FOR the Company’s plan to become a Delaware corporation (the
“Redomicile”) is 9:00 a.m., Pacific Time, on October 5, 2022. If
you require assistance voting your proxy, please 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.
“We believe that the Redomicile is in the best interest of
Zymeworks,” said Kenneth Galbraith, Chair and CEO of Zymeworks. “We
believe the Redomicile will provide greater opportunities to
enhance long-term value for securityholders, simplify
commercialization efforts and monetization opportunities for our
product candidates, and provide greater comparability to our peers.
We expect that these factors will better position Zymeworks for
future growth.”
The upcoming special meeting of Zymeworks securityholders will
be held at the Pearl Room, Fairmont Pacific Rim, 1038 Canada Place,
Vancouver, BC V6C 0B9 on October 7, 2022 at 9:00 a.m., Pacific
Time. Zymeworks urges securityholders to vote before the deadline
of 9:00 a.m., Pacific Time, on October 5, 2022.
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”, “expect” 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 New York Stock Exchange 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/20221004005095/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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