TIDMREDX
RNS Number : 0410V
Jounce Therapeutics, Inc.
03 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Termination of Proposed Business Combination of Jounce
Therapeutics, Inc. and Redx Pharma plc
CAMBRIDGE, Mass., April 3, 2023 - Jounce Therapeutics, Inc.
("Jounce" or the "Company") and Redx Pharma plc ("Redx") have
agreed to terminate their proposed business combination following
the decision by Jounce's Board of Directors to withdraw the
recommendation for the all-share merger transaction with Redx (the
"Redx Business Combination").
Jounce's decision was based upon the receipt of an unsolicited
proposal from Concentra Biosciences, LLC ("Concentra"), which led
to Jounce entering into a merger agreement whereby Concentra will
acquire Jounce through a cash tender offer for all of Jounce's
outstanding shares for $1.85 in cash per share plus a non-tradeable
contingent value right (the "CVR"). The $1.85 per share upfront
consideration represents a premium of approximately 75% to Jounce's
closing share price immediately prior to the March 14, 2023, public
disclosure of Concentra's acquisition proposal.
Jounce conducted a thorough review of both the proposed
transaction with Concentra and the proposed Redx Business
Combination, with the assistance of its legal and financial
advisers, and Jounce's Board of Directors ultimately concluded that
the proposed transaction with Concentra is in the best interest of
Jounce stockholders, and therefore, unanimously approved the merger
agreement with Concentra and withdrew its recommendation of the
Redx Business Combination. On March 27, 2023, Jounce notified Redx
of the withdrawal of its recommendation in favor of the Redx
Business Combination and termination of the co-operation agreement
dated February 23, 2023 between Jounce and Redx.
Given that Jounce's Board of Directors has withdrawn its
recommendation to proceed with the Redx Business Combination,
Jounce believes it is unlikely that Jounce stockholders would
support the Redx Business Combination, which is a condition to
closing the transaction. Accordingly, Jounce and Redx have agreed
not to proceed with the proposed scheme of arrangement. In
addition, Jounce has confirmed that it does not wish to switch to a
contractual takeover offer. As a result, the U.K. Takeover Panel
has confirmed that upon Redx announcing:
1. its withdrawal of its recommendation;
2. that it will not proceed with the scheme of arrangement; and
3. it has agreed to the release of Jounce from its obligation to proceed with the offer,
the offer period in respect of the Redx Business Combination
will end with effect from the publication of Redx's announcement,
and the transaction will lapse.
As a result, Jounce will not be convening a Jounce meeting of
stockholders to consider the Redx Business Combination. Under the
U.K. Takeover Code, except with consent of the U.K. Takeover Panel,
Jounce must not, among other things, announce a further offer for
Redx within 12 months from the date of this announcement.
About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy
company dedicated to transforming the treatment of cancer by
developing therapies that enable the immune system to attack tumors
and provide long-lasting benefits to patients through a
biomarker-driven approach. Jounce currently has multiple
development stage programs ongoing while simultaneously advancing
additional early-stage assets from its robust discovery engine
based on its Translational Science Platform. For more information,
please visit www.jouncetx.com.
For further information, please contact:
Jounce Therapeutics, Inc.
Kim Drapkin
ir@jouncetx.com T: +1-857-259-3840
Cowen (Financial Adviser to Jounce) T: +1-646-562-1010
Tanya Joseph / Erik Schuchard / Giles Roshier T: +44 (0)203 011
0460
Stern Investor Relations (Adviser to Jounce)
Julie Seidel T: +1-212-362-1200
Longacre Square Partners (Adviser to Jounce)
Dan Zacchei / Rebecca Kral
Jounce@longacresquare.com
Important notices
Cowen Execution Services Limited ("Cowen"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to Jounce and no one else in
connection with the Redx Business Combination and/or the proposed
transaction with Concentra and will not be responsible to anyone
other than Jounce for providing the protections afforded to clients
of Cowen nor for providing advice in relation to the Redx Business
Combination, the proposed transaction with Concentra , the contents
of this press release or any other matters referred to in this
press release. Neither Cowen nor any of its affiliates, nor any of
Cowen's and such affiliates' respective members, directors,
officers, controlling persons or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cowen in
connection with the Redx Business Combination, the proposed
transaction with Concentra , this press release, any statement
contained herein or otherwise.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws, including, without
limitation, statements regarding Jounce's expectations of the
outcome of a meeting of stockholders to consider the Redx Business
Combination and its resulting plans not to hold a meeting of
stockholders to consider the Redx Business Combination, the
expected end of the offer period in respect of the Redx Business
Combination and the lapsing of such transaction. The words
"believes," "expects," "plans," "may," "will," "would," "could,"
"should," and "effort" and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Any
forward-looking statements in this press release are based on
management's current expectations and beliefs and are subject to a
number of risks, uncertainties and important factors that may cause
actual events or results to differ materially from those expressed
or implied by any forward-looking statements contained in this
press release, including, without limitation, risks related to the
impact of actions of other parties with respect to the proposed
transaction with Concentra; the possibility that offer period in
respect of the Redx Business Combination does not end and the
transaction does not lapse as anticipated; general economic and
market conditions and the other risks identified in the Company's
filings with the U.S. Securities and Exchange Commission ("SEC"),
including its most recent Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on March 10, 2023 and
subsequent filings with the SEC. Should any risks and uncertainties
develop into actual events, these developments could have a
material adverse effect on the proposed transaction and/or Jounce
and Jounce's ability to successfully complete the proposed
transaction. Jounce cautions investors not to place undue reliance
on any forward-looking statements, which speak only as of the date
they are made. Jounce disclaims any obligation to publicly update
or revise any such statements to reflect any change in expectations
or in events, conditions or circumstances on which any such
statements may be based, or that may affect the likelihood that
actual results will differ from those set forth in the
forward-looking statements. Any forward-looking statements
contained in this press release represent Jounce's views only as of
the date hereof and should not be relied upon as representing its
views as of any subsequent date.
Additional Information and Where to Find It
The tender offer for the outstanding shares of the Company
referenced in this press release has not yet commenced. This press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the tender offer materials that Concentra and
its subsidiary will file with the SEC. At the time the tender offer
is commenced, Concentra and its subsidiary will file tender offer
materials on Schedule TO, and, thereafter, the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
THE TER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMATION STATEMENT WILL CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF JOUNCE COMMON STOCK ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
(AS EACH MAY BE AMED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF
JOUNCE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of shares of the Company's common stock at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's website at www.sec.gov or by accessing the
Investor Relations section of the Company's website at
https://www.jouncetx.com .
Publication on website
A copy of this Announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Jounce's website at
https://jouncetx.com/recommended-offer/ by no later than 12 noon
(London time) on the Business Day following the date of this press
release. For the avoidance of doubt, the contents of the website
are not incorporated into and do not form part of this press
release.
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END
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