Zymeworks Completes Plan to Become Delaware Corporation
October 13 2022 - 7:00AM
Business Wire
Zymeworks Inc. (“Zymeworks” or the “Company”) (NYSE: ZYME), a
clinical-stage biopharmaceutical company developing multifunctional
biotherapeutics, today announced the completion of its previously
announced intention to complete a series of transactions (the
“Redomicile Transactions”), resulting in the following: (i)
Zymeworks Delaware Inc. (renamed as Zymeworks Inc.) (“New
Zymeworks”) becoming the ultimate parent company incorporated in
Delaware; (ii) New Zymeworks becoming the direct or indirect owner
of all of the assets and liabilities of the former parent company
existing under the laws of the Province of British Columbia (and to
be renamed Zymeworks BC Inc.) (“Legacy Zymeworks”), and (iii) the
issuance to Legacy Zymeworks shareholders of either shares of
common stock of New Zymeworks (the “Delaware Common Stock”) or
exchangeable shares in the capital of Zymeworks ExchangeCo Ltd. in
exchange for their Legacy Zymeworks common shares. The Redomicile
was approved by Zymeworks securityholders at a Special Meeting held
on October 7, 2022.
The Delaware Common Stock is listed for trading on the New York
Stock Exchange (the “NYSE”) under the symbol “ZYME” and is
anticipated to begin trading on the NYSE at the start of trading on
October 13, 2022.
Advisors Kingsdale Advisors acted as strategic
securityholder advisor, proxy solicitation agent, information agent
and communications advisor to the Company.
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 expected benefits of
the Redomicile Transactions; the anticipated commencement of
trading of the Delaware Common Stock on the NYSE; 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. Risks and uncertainties include, but are not
limited to: the anticipated benefits of the Redomicile Transactions
may not be achieved; the anticipated tax consequences and impact of
the Redomicile Transactions to Zymeworks securityholders, Zymeworks
and New Zymeworks may not materialize; risks relating to New
Zymeworks following the Redomicile Transactions, including
triggering provisions in certain agreements that require consent or
may result in termination; publicity resulting from the Redomicile
Transactions 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 Transactions; 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 Transactions; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221013005137/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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