TIDMPRTC
PureTech Health PLC
05 January 2022
5 January 2022
PureTech Health plc
PureTech Founded Entity Gelesis Appoints Inogen Co-Founder and
Former CFO Ali Bauerlein to Board of Directors and Audit
Committee
Ms. Bauerlein brings success in scaling to $300M+ revenue in
direct-to-consumer business model and public company execution as
Gelesis plans to scale Plenity(R) to meet growing consumer demand
with its upcoming NYSE listing
Registration Statement filed in connection with proposed
business combination between Gelesis and Capstar declared effective
by SEC
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the
"Company"), a clinical-stage biotherapeutics company dedicated to
discovering, developing and commercializing highly differentiated
medicines for devastating diseases, is pleased to note that its
Founded Entity, Gelesis, announced the appointment of senior
financial executive Ali Bauerlein to its Board of Directors. Ms.
Bauerlein brings extensive experience in SEC reporting,
Sarbanes-Oxley compliance, investor communications, strategic
planning, business development, and corporate governance in
high-growth direct-to-consumer, insurance rentals, and
business-to-business revenue-generating companies. She co-founded
Inogen (NASDAQ: INGN), a global medical technology company offering
innovative respiratory products for use in the homecare setting,
and led it from start-up through initial public offering and
commercialization with $300M+ in annual revenue.
The appointment comes as Gelesis ramps up its broad launch of
its commercial product, Plenity(R) and looks toward becoming a
public company later this month. Gelesis aims to transform weight
management with Plenity, a clinically proven medical device made
from naturally derived building blocks. Plenity is available
currently by prescription via a telehealth consultation, with free,
unlimited follow-up visits as needed, and through traditional
healthcare prescribers.
Gelesis and Capstar Special Purpose Acquisition Corp. (NYSE:
CPSR) announced in July that they entered into a definitive
business combination agreement, and the registration statement has
now been declared effective by the SEC. Upon completion of the
transaction, the combined company's securities are expected to be
traded on the New York Stock Exchange under the symbol "GLS" later
this month.
The full text of the announcement from Gelesis is as
follows:
Gelesis Adds Inogen Co-Founder and Former CFO Ali Bauerlein to
Board of Directors and Audit Committee
Ms. Bauerlein brings success in scaling to $300M+ revenue in
direct-to-consumer business model and public company execution as
Gelesis plans to scale Plenity(R) to meet growing consumer demand
with its upcoming NYSE listing
Bauerlein joins Gelesis' board of industry veterans and
luminaries who have deep expertise in direct-to-consumer brands,
healthcare, and biotechnology
Registration Statement filed in connection with proposed
business combination between Gelesis and Capstar declared effective
by SEC
BOSTON, January 5, 2022 - Gelesis, a biotherapeutics company
focused on excess weight and metabolic disorders and the maker of
Plenity(R), announced the appointment of senior financial executive
Ali Bauerlein to its Board of Directors. Ms. Bauerlein brings
extensive experience in SEC reporting, Sarbanes-Oxley compliance,
investor communications, strategic planning, business development,
and corporate governance in high-growth direct-to-consumer,
insurance rentals, and business-to-business revenue-generating
companies. She co-founded Inogen (NASDAQ: INGN), a global medical
technology company offering innovative respiratory products for use
in the homecare setting, and led it from start-up through initial
public offering and commercialization with $300M+ in annual
revenue.
The appointment comes as Gelesis ramps up its broad launch of
its commercial product, Plenity(R). Gelesis aims to transform
weight management with Plenity, a clinically proven medical device
made from naturally derived building blocks. Plenity is available
currently by prescription via a telehealth consultation, with free,
unlimited follow-up visits as needed, and through traditional
healthcare prescribers.
Gelesis' board includes healthcare and biotechnology luminaries
and veterans as well as experts in consumer brand building. Ms.
Bauerlein joins recent board appointee and marketing executive Jane
Wildman, a 25-year veteran of Procter & Gamble. Other board
members include Raju Kucherlapati, Ph.D., the Paul C. Cabot
Professor of Genetics and a Professor of Medicine at Harvard
Medical School and award winning scientist and biotech
entrepreneur, and Paul Fonteyne, former President and CEO &
Chairman of Boehringer-Ingelheim who chaired the National
Pharmaceutical Council as a board member of PhRMA and held
commercial leadership roles at Merck and Co. Inc. and Abbott
Laboratories, along with Gelesis founder and CEO Yishai Zohar and
Dominic Perks, who founded and runs an international investment
firm. Upon completion of the merger with Capstar, Clayton
Christopher and Kathryn Cavanaugh, who are founders and early
investors in leading direct-to-consumer brands, are expected to
join the board of the post-merger public company, along with
Gelesis co-founder and CEO Yishai Zohar and accomplished financial
executive Dominic Perks, who founded and runs a leading investment
firm.
"It is an exciting time at Gelesis as we look toward becoming a
public company later this month and as we expand our commercial
business. Ali's deep experience building a public healthcare
business that generates hundreds of millions in revenues with a
direct-to-consumer business model makes her the perfect addition to
our board and I'm delighted that she will be joining our audit
committee," said Yishai Zohar, founder and CEO of Gelesis.
"I am thrilled to be working with the Gelesis team and Board of
Directors," said Ms. Bauerlein. "I believe their product can truly
make a difference for the vast number of people who struggle with
their weight. I am excited to be part of the commercialization of
this product and Gelesis' transition to a public company."
Gelesis and Capstar Special Purpose Acquisition Corp. (NYSE:
CPSR) announced in July that they entered into a definitive
business combination agreement, and the registration statement has
now been declared effective by the SEC. Upon completion of the
transaction, the combined company's securities are expected to be
traded on the New York Stock Exchange under the symbol "GLS" later
this month.
About Gelesis
Gelesis is a consumer-centered biotherapeutics company advancing
a novel category of treatments for weight management and gut
related chronic diseases. Our non-systemic superabsorbent hydrogels
are the first and only made entirely from naturally derived
building blocks, and they are inspired by the composition (i.e.,
water & cellulose) and mechanical properties (e.g., elasticity
or firmness) of raw vegetables. They are conveniently administered
in capsules to create a much larger volume of small,
non-aggregating hydrogel pieces that become an integrated part of
the meals, and act locally in the digestive system. Our portfolio
includes Plenity (R), an FDA-cleared product to aid in weight
management, as well as potential therapies in development for
patients with Type 2 Diabetes, Non-alcoholic Fatty Liver Disease
(NAFLD)/Non-alcoholic Steatohepatitis (NASH), and Functional
Constipation. For more information, visit gelesis.com , or connect
with us on Twitter @GelesisInc.
Additional Information and Where to Find It
In July 2021, Gelesis entered into a business combination
agreement with Capstar Special Purpose Acquisition Corp. (NYSE:
CPSR) ("Capstar"), a special purpose acquisition company, as
amended in November 2021 and December 2021.
In connection with the business combination, Capstar has filed a
Registration Statement on Form S-4 with the SEC, which includes a
preliminary proxy statement/prospectus, which the SEC has declared
effective. On December 27, 2021, Capstar filed a definitive proxy
statement/prospectus relating to the proposed business combination
and mailed that definitive proxy statement/prospectus to its
shareholders. This press release is not a substitute for the
Registration Statement, the definitive proxy statement/final
prospectus or any other document that Capstar has or will send to
its stockholders in connection with the business combination. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed business combination. Investors
and security holders of Capstar are advised to read, when
available, the proxy statement/prospectus in connection with
Capstar's solicitation of proxies for its special meeting of
stockholders to be held to approve the business combination (and
related matters) because the proxy statement/prospectus contains
important information about the business combination and the
parties to the business combination.
The definitive proxy statement/prospectus and other relevant
materials for the proposed business combination are being mailed to
shareholders of Capstar as of a record date that has been
established for voting on the proposed business combination.
Investors and security holders will also be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Capstar, without charge, once
available, through the website maintained by the SEC at
www.sec.gov. The documents filed by Capstar with the SEC also may
be obtained free of charge at Capstar's website at
www.capstarspac.com, or by written request to: Capstar Special
Purpose Acquisition Corp., 405 West 14th Street, Austin, TX 78701,
Attention: R. Steven Hicks, Chief Executive Officer, (512)
340-7800.
Participants in the Solicitation
Capstar and its directors and executive officers may be deemed
participants in the solicitation of proxies from Capstar's
shareholders with respect to the proposed business combination. The
names of those directors and executive officers and a description
of their interests in Capstar is contained in Capstar's final
prospectus dated July 6, 2020 relating to its initial public
offering and in subsequent filings with the SEC, which are
available free of charge at the SEC's web site at www.sec.gov. To
the extent such holdings of Capstar's securities may have changed
since that time, such changes have been or will be reflected on
Statements of Changes in Beneficial Ownership on Form 4 filed with
the SEC. Additional information regarding the interests of such
participants will be contained in the proxy statement/prospectus
for the proposed business combination when available.
Gelesis and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Capstar in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination when
available.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may constitute "forward-looking statements" within
the meaning of the federal securities laws. The words "anticipate,"
"believe," continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "strive," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that statement is not forward looking.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Forward-looking statements include, but are not
limited to, the competitive environment in which Gelesis operates,
the expected future operating and financial performance and market
opportunities of Gelesis and statements regarding Gelesis'
expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections,
forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Gelesis and
Capstar assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Gelesis and Capstar give
no assurance that any expectations set forth in this press release
will be achieved. Various factors could cause actual future
results, performance or events to differ materially from those
described herein. Some of the factors that may impact future
results and performance may include, without limitation: (i) the
size, demand and growth potential of the markets for Plenity(R) ,
Gelesis' other product candidates and its ability to serve those
markets; (ii) the degree of market acceptance and adoption of
Gelesis' products; (iii) Gelesis' ability to develop innovative
products and compete with other companies engaged in the weight
loss industry; (iv) Gelesis' ability to complete successfully the
full commercial launch of Plenity(R) and its growth plans,
including new possible indications and the clinical data from
ongoing and future studies about liver and other diseases; (v) the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination or that the approval of the shareholders of Capstar is
not obtained; (vi) failure to realize the anticipated benefits of
the business combination, including as a result of a delay or
difficulty in integrating the businesses of Capstar and Gelesis;
(vii) the amount of redemption requests made by Capstar
shareholders; (viii) the ability of Capstar or the combined company
to issue equity or equity-linked securities or obtain debt
financing in connection with the proposed business combination or
in the future; (ix) the outcome of any legal proceedings that may
be instituted against Capstar, Gelesis, the combined company or
others following the announcement of the proposed business
combination and any definitive agreements with respect thereto; (x)
the ability to meet stock exchange listing standards at or
following the consummation of the proposed business combination;
(xi) the risk that the proposed business combination disrupts
current plans and operations of Gelesis as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; (xii) the regulatory pathway for Gelesis' products
and responses from regulators, including the FDA and similar
regulators outside of the United States, (xiii) the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain Gelesis'
management and key employees; (xiv) costs related to the proposed
business combination, including costs associated with the
post-transaction company being a publicly listed issuer; (xiv)
changes in applicable laws or regulations; (xv) the possibility
that Gelesis or the combined company may be adversely affected by
other economic, business, regulatory and/or competitive factors;
(xvi) Gelesis' estimates of expenses and profitability; (xvii)
ongoing regulatory requirements, (xviii) any competing products or
technologies that may emerge, (xix) the volatility of the
telehealth market in general, or insufficient patient demand; (xx)
the ability of Gelesis to defend its intellectual property and
satisfy regulatory requirements; (xxi) the impact of the COVID 19
pandemic on Gelesis' business; (xxii) the limited operating history
of Gelesis; and (xxiii) those factors discussed in Capstar's final
prospectus dated July 6, 2020, Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 and the Registration Statement
on Form S-4, in each case, under the heading "Risk Factors", and
other documents of Capstar filed, or to be filed, with the SEC, by
Capstar. These filings address other important risks and
uncertainties that could cause actual results and events to differ
materially from those contained in the forward-looking
statements.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Capstar, Gelesis or the combined company, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated
to discovering, developing and commercializing highly
differentiated medicines for devastating diseases, including
inflammatory, fibrotic and immunological conditions, intractable
cancers, lymphatic and gastrointestinal diseases and neurological
and neuropsychological disorders, among others. The Company has
created a broad and deep pipeline through the expertise of its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders. This pipeline,
which is being advanced both internally and through PureTech's
Founded Entities, is comprised of 25 therapeutics and therapeutic
candidates, including two that have received both U.S. FDA
clearance and European marketing authorization, as of the date of
PureTech's most recently filed Half Year Report and corresponding
Form 6-K. All of the underlying programs and platforms that
resulted in this pipeline of therapeutic candidates were initially
identified or discovered and then advanced by the PureTech team
through key validation points based on the Company's unique
insights into the biology of the brain, immune and gut, or BIG,
systems and the interface between those systems, referred to as the
BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are or may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation statements that relate to Gelesis' plans with
respect to the broad commercial launch of Plenity(R), the
competitive environment in which Gelesis operates, the expected
future operating and financial performance and market opportunities
of Gelesis, Ms. Bauerlein's role with Gelesis, the business
combination agreement between Gelesis and Capstar Special Purpose
Acquisition Corp. (NYSE: CPSR) or matters related thereto,
including the expected membership of the Board of Directors of the
post-merger company and matters related to the expected vote on the
business combination agreement by shareholders of Capstar, and
Gelesis' future prospects, development plans, and strategies.
The
forward-looking statements are based on current expectations and
are subject to known and unknown risks, uncertainties and other
important factors that could cause actual results, performance and
achievements to differ materially from current expectations,
including, but not limited to, those risks, uncertainties and other
important factors described under the caption "Risk Factors" in our
Annual Report on Form 20-F for the year ended December 31, 2020
filed with the SEC and in our other regulatory filings. These
forward-looking statements are based on assumptions regarding the
present and future business strategies of the Company and the
environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press
release. Except as required by law and regulatory requirements, we
disclaim any obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise.
Contact:
PureTech
Public Relations
publicrelations@puretechealth.com
Investor Relations
IR@puretechhealth.com
EU Media
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
US Media
Nichole Sarkis
+1 774 278 8273
nichole@tenbridgecommunications.com
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END
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January 05, 2022 07:04 ET (12:04 GMT)
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