TIDMREDX
RNS Number : 0316V
Redx Pharma plc
03 April 2023
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN
REDX PHARMA PLC
("Redx" or the "Company")
Redx Confirms Proposed Business Combination with Jounce has
Formally Lapsed
Alderley Park, UK, 3 April 2023 Redx (AIM:REDX), the
clinical-stage biotechnology company focused on discovering and
developing novel, small molecule, highly targeted therapeutics for
the treatment of cancer and fibrotic disease announces that it has
agreed with the Takeover Panel and Jounce Therapeutics, Inc.
(NASDAQ: JNCE) ("Jounce") that Jounce shall be released from its
obligations to proceed with the offer made pursuant to the
announcement released on 23 February 2023 falling under Rule 2.7 of
the Takeover Code (the "Offer") in respect of the proposed
all-share merger transaction between Redx and Jounce (the "Business
Combination"). As a result, the Offer will lapse.
This follows the earlier announcement by Redx on 27 March 2023
acknowledging the announcement by Jounce that it had entered into a
definitive merger agreement to be acquired by Concentra
Biosciences, LLC in an all-cash transaction. As a result, the board
of directors of Jounce had therefore withdrawn its recommendation
of the Business Combination and had notified Redx of the
termination of the Co-operation Agreement between Redx and Jounce
in respect of the Business Combination.
Lisa Anson, Chief Executive Officer of Redx said: " Although it
is clearly disappointing that the Business Combination with Jounce
will not proceed, Redx continues to demonstrate strong momentum in
its pipeline, and we are poised to achieve significant value
inflection points from both clinical stage assets and development
candidates in the next 12 months. The Board continually evaluates
relevant strategic and financial opportunities for the Company, and
we will continue to do so in the best interests of our shareholders
."
The board of directors of Redx (the "Board") continues to
believe in the prospects of Redx and its ability to drive
progression of its portfolio. With an experienced management team,
a differentiated portfolio of best-in-class, or first-in-class
clinical assets and industry leading R&D capabilities, Redx is
well-positioned to achieve its near-term milestones and create
long-term shareholder value. Redx continues to demonstrate momentum
in progressing its pipeline and the strength of its R&D
capabilities- underscored earlier this year by the FDA approval of
pirtobrutinib (Jaypirca(TM), Eli Lilly), a drug originally
discovered and developed by Redx. Recruitment into Redx's RXC007
Phase 2a clinical trial in Idiopathic Pulmonary Fibrosis (IPF), is
progressing well and the study remains on track to provide topline
data in Q1 2024. RXC007, the Company's lead asset, is a
next-generation selective Rho Associated Coiled-Coil Containing
Protein Kinase 2 (ROCK2) inhibitor. RXC007 has also demonstrated
proof-of-concept in several immune-mediated preclinical models
which supports the further development of RXC007 in a number of
additional fibrotic diseases. Encouraging data from an ongoing
collaboration with the Garvan Institute of Medical Research has
also shown the potential of Redx's ROCK2 inhibitors in
cancer-associated fibrosis, such as that seen in pancreatic cancer.
Redx has expanded its ROCK portfolio with RXC008, a GI-targeted
ROCK inhibitor and potential first-in-class treatment for
fibrostenotic Crohn's disease, which is progressing towards a
Clinical Trial Authorisation (CTA) submission in 2023. In Redx's
oncology pipeline, RXC004, a porcupine inhibitor, is currently
progressing through multiple Phase 2 studies in combination with
anti-PD-1 therapies in hard-to-treat Wnt-ligand dependent solid
tumours , with data expected from these studies by the end of
2023.
Further Information on Why the Offer Will Lapse
The Business Combination was conditional on satisfaction or
waiver of the Conditions, including the approval of the issuance of
the New Shares by Jounce Shareholders. Following the decision of
the board of directors of Jounce to withdraw its recommendation of
the Business Combination, Redx believes that there is now no
realistic prospect that this Condition will be satisfied. As a
result, the Board believes that it is in the best interests of Redx
Shareholders, employees, patients and other stakeholders for the
situation to be resolved as quickly as possible.
Accordingly, the Board has agreed with the Takeover Panel and
Jounce that Jounce shall be released from its obligations under
Rule 2.7(b) and Rule 24.1 of the Takeover Code to proceed with the
Offer. The Board has withdrawn its recommendation of the Business
Combination and will not proceed with the Scheme. As a result, the
Takeover Panel has confirmed that the Offer has lapsed and the
offer period will now end, and that Jounce will be subject to Rule
35.1 of the Takeover Code from the publication of this
announcement. Pursuant to Rule 35.1 of the Takeover Code, Jounce is
prohibited from, amongst other things, making any offer for Redx
without the consent of the Takeover Panel for a period of 12 months
from today's date.
Defined terms have the meaning given to them in the Rule 2.7 announcement.
The person responsible for the release of this announcement on
behalf of the Company is Claire Solk, Company Secretary.
For further information, please contact:
Redx Pharma Plc T: +44 (0)1625 469 918
UK Headquarters
Caitlin Pearson Head of Communications
ir@redxpharma.com
Lisa Anson, Chief Executive Officer
US Office
Peter Collum, Chief Financial Officer
Centerview Partners UK LLP (Financial Adviser T: +44 (0) 20 7409 9700
to Redx)
Richard Girling/ Hadleigh Beals/ Alex Elias
SPARK Advisory Partners (Nominated Adviser) T: +44 (0)203 368 3550
Matt Davis/ Adam Dawes
WG Partners LLP (Joint Broker) T: +44 (0)203 705 9330
David Wilson/ Claes Spång/ Sateesh Nadarajah
Panmure Gordon (UK) Limited (Joint Broker) T: +44 (0)207 886 2500
Rupert Dearden/ Freddy Crossley/ Emma Earl
FTI Consulting (Financial Communications T: +44 (0)203 727 1000
Adviser)
Simon Conway/ Ciara Martin
About Redx Pharma Plc
Redx Pharma (AIM: REDX) is a clinical-stage biotechnology
company focused on the discovery and development of novel, small
molecule, highly targeted therapeutics for the treatment of cancer
and fibrotic disease and the emerging area of cancer-associated
fibrosis, aiming initially to progress them to clinical proof of
concept before evaluating options for further development and
potential value creation. The Company's lead fibrosis product
candidate, the selective ROCK2 inhibitor RXC007, is in development
for interstitial lung disease and commenced a Phase 2a trial for
idiopathic pulmonary fibrosis (IPF) in October 2022, with topline
data expected in Q1 2024. Redx's lead oncology product candidate,
the Porcupine inhibitor RXC004, being developed as a targeted
treatment for Wnt-ligand dependent cancers, is expected to report
combination with anti-PD-1 Phase 2 data by the end of 2023. Redx's
third drug candidate, RXC008, a GI-targeted ROCK inhibitor for the
treatment of fibrostenotic Crohn's disease, is progressing towards
a CTA/IND application in 2023.
The Company has a strong track record of discovering new drug
candidates through its core strengths in medicinal chemistry and
translational science, enabling the Company to discover and develop
differentiated therapeutics against biologically or clinically
validated targets. The Company's accomplishments are evidenced not
only by its two wholly-owned clinical-stage product candidates and
rapidly expanding pipeline, but also by its strategic transactions,
including the sale of pirtobrutinib (RXC005, LOXO-305), a
non-covalent (reversible) BTK inhibitor now approved by the US FDA
for adult patients with mantle cell lymphoma previously treated
with a covalent BTK inhibitor, and AZD5055/RXC006, a Porcupine
inhibitor targeting fibrotic diseases including IPF, which
AstraZeneca is progressing in a Phase 1 clinical study. In
addition, Redx has forged collaborations with Jazz Pharmaceuticals,
which includes JZP815, a pan-RAF inhibitor developed by Redx which
Jazz is now progressing through Phase 1 clinical studies, and an
early stage oncology research collaboration.
To subscribe to Email Alerts from Redx, please visit:
www.redxpharma.com/investor-centre/email-alerts/
A copy of this announcement will be available at
https://www.redxpharma.com/investor-centre/regulatory-news/ The
content of this website is not incorporated into and does not form
part of this announcement.
Important Notices
Centerview Partners UK LLP ("Centerview"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority (the "FCA"), is acting exclusively as financial adviser
to Redx and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Redx for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither Centerview nor any of its affiliates, nor any
of Centerview'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, in delict,
under statute or otherwise) to any person who is not a client of
Centerview in connection with this announcement, any statement
contained herein, the matters referred to in this announcement or
otherwise.
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated in the United Kingdom by the FCA is acting as
nominated adviser to Redx and for no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Redx for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement or the matters referred to in this
announcement. Neither SPARK nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of SPARK in connection with this
announcement, any statement contained herein, the matters referred
to in this announcement or otherwise.
WG Partners LLP ("WG Partners"), which is authorised and
regulated in the United Kingdom by the FCA is acting as Corporate
Broker to Redx and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Redx for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement or the matters referred to in this announcement.
Neither WG Partners nor any of its affiliates, members, directors
or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of WG Partners in connection with this
announcement, any statement contained herein, the matters referred
to in this announcement or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA in the United Kingdom is acting
as Corporate Broker to Redx and for no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Redx for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement or the matters referred to in this
announcement. Neither Panmure Gordon nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Panmure
Gordon in connection with this announcement, any statement
contained herein, the matters referred to in this announcement or
otherwise.
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END
MSCJBMRTMTBJBPJ
(END) Dow Jones Newswires
April 03, 2023 02:01 ET (06:01 GMT)
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