Zymeworks Inc. (“Zymeworks” or the “Company”) (NYSE: ZYME), a
clinical-stage biopharmaceutical company developing multifunctional
biotherapeutics, is pleased to announce that the Company’s
securityholders have approved its plan to become a Delaware
corporation (the “Redomicile”) at the special meeting of Zymeworks
securityholders (the “Special Meeting”) held in Vancouver, BC, on
October 7, 2022.
At the Special Meeting, a total of 30,955,015 Zymeworks common
shares were present in person or by proxy, representing
approximately 50.17% of the Zymeworks common shares issued and
outstanding and entitled to vote at the Special Meeting as of the
record date of August 24, 2022 (the “Record Date”), and a total of
36,496,322 Zymeworks common shares, warrants and incentive awards
were present in person or by proxy, representing approximately
48.91% of the Zymeworks common shares, warrants and incentive
awards issued and outstanding and entitled to vote at the Special
Meeting as of the Record Date.
The results of the vote were as follows:
# Votes For
% Votes For
# Votes Against
% Votes Against
# Votes Abstain
% Votes Abstain
Zymeworks shareholders, warrantholders and
incentive award holders, voting together as a single class
34,612,420
94.84%
1,830,919
5.02%
52,983
0.14%
Zymeworks shareholders, voting
separately
29,073,873
93.92%
1,828,159
5.91%
52,983
0.17%
“We wish to thank our securityholders for their ongoing support
and strong endorsement of this plan,” said Kenneth Galbraith, Chair
and CEO of Zymeworks. “Today’s result is an important step in our
corporate development that we believe will facilitate an expanded
investor base for Zymeworks, as well as simplify commercialization
efforts and monetization opportunities for zanidatamab, zanidatamab
zovodotin and our future product candidates.”
Additional details of the results of the Special Meeting will be
filed under the Company’s profile on SEDAR at www.sedar.com. The
Company intends to file a Current Report on Form 8-K within four
business days of the meeting date reporting the results of the
Special Meeting.
Advisors Kingsdale Advisors acted 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 “intends”, “believes”,
“propose”, “will”, “future”, “may”, “anticipates”, “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
stock exchange and court approvals; 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 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, zanidatamab zovodotin or other future
product candidates 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/20221007005533/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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