Health Sciences Acquisitions Corporation ("HSAC," NASDAQ: HSAC), a
special purpose acquisition company sponsored by RTW Investments,
LP, announced today that it has set a record date and a meeting
date for the special meeting of its stockholders to, among other
things, consider and vote on a proposal to approve the transactions
contemplated by the previously announced share exchange agreement
pursuant to which HSAC will acquire 100% of the issued and
outstanding shares in Immunovant Sciences Ltd., a clinical-stage
biopharmaceutical company focused on enabling normal lives for
patients with autoimmune diseases.
The special meeting will be held at 10:00 a.m., local time, on
December 16, 2019 at the offices of Loeb & Loeb LLP, 345 Park
Ave, New York, New York 10154. The board of directors of HSAC set
November 20, 2019 as the record date for the special meeting.
A definitive proxy statement relating to the special meeting was
filed with the SEC on November 27, 2019.
The completion of the share exchange remains subject to
customary closing conditions, including receipt of approval from
HSAC stockholders at the special meeting. If approved by HSAC’s
stockholders, the share exchange is expected to close promptly
after the special meeting.
A complete list of HSAC stockholders of record entitled to vote
at the special meeting will be available for ten days before the
special meeting at the principal executive offices of HSAC for
inspection by stockholders during ordinary business hours for any
purpose germane to the special meeting.
About Health Sciences Acquisitions
Corporation
HSAC is a Delaware company established for the purpose of
entering into a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities. On May 14,
2019, HSAC raised $115 million to achieve this goal. As of
September 30, 2019, there was approximately $116.0 million in
HSAC's trust account. HSAC is sponsored by RTW Investments,
LP. For further information about the sponsor, please visit
www.rtwfunds.com.
About Immunovant
Immunovant, a member of the Roivant family of companies, is a
clinical-stage biopharmaceutical company focused on enabling normal
lives for patients with autoimmune diseases. Immunovant is
developing IMVT-1401, a novel, fully human anti-FcRn monoclonal
antibody, as a subcutaneous injection for the treatment of
autoimmune diseases mediated by pathogenic IgG antibodies. For
further information about Immunovant, please visit
www.immunovant.com.
Important Notice Regarding Forward-Looking
Statements
This press release contains certain “forward-looking statements”
within the meaning of “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “target,” “believe,”
“expect,” “will,” “shall,” “may,” “anticipate,” “estimate,”
“would,” “positioned,” “future,” “forecast,” “intend,” “plan,”
“project” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among
others, statements made in this press release regarding the
Business Combination (as defined below) contemplated by the share
exchange agreement (the “Share Exchange Agreement”) among Health
Sciences Acquisitions Corporation (“HSAC”), Immunovant Sciences
Ltd. (“Immunovant”), Roivant Sciences Ltd., and the stockholders of
HSAC (the “Business Combination”), including the expected timing of
the closing of the Business Combination and Immunovant’s plans and
objectives. Forward-looking statements are neither historical facts
nor assurances of future performance. Instead, they are based only
on HSAC and Immunovant managements’ current beliefs, expectations
and assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event that could give rise
to the termination of the Share Exchange Agreement; (2) the outcome
of any legal proceedings that may be instituted against HSAC, the
combined company, or others following the announcement of the
Business Combination and the Share Exchange Agreement; (3) the
inability to complete the Business Combination due to the failure
to obtain approval of HSAC’s stockholders or to satisfy other
conditions to closing in the Share Exchange Agreement; (4) changes
to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws; (5) the
ability to meet the Nasdaq Stock Market LLC (“Nasdaq”) listing
standards following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans
and operations of Immunovant as a result of the announcement and
consummation of the Business Combination; (7) the ability to
recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with third parties and partners,
obtain adequate supply of raw materials and retain its management
and key employees; (8) costs related to the Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility
that Immunovant or the combined company may be adversely affected
by other economic, business, regulatory, and/or competitive
factors; (11) Immunovant’s estimates of expenses; (12) the impact
of foreign currency exchange rates and interest rates fluctuations
on the results of Immunovant or the combined company; and (13)
other risks and uncertainties indicated in the definitive proxy
statement filed by HSAC with the SEC in connection with the
Business Combination, including those under “Risk Factors” therein,
and other documents filed or to be filed from time to time with the
SEC by HSAC.
A further list and description of risks and uncertainties can be
found in HSAC’s definitive proxy statement on Schedule 14A that was
filed with the SEC other documents that the parties may file or
furnish with the SEC, which you are encouraged to read. Any
forward-looking statement made by us in this press release is based
only on information currently available to HSAC and Immunovant and
speaks only as of the date on which it is made. HSAC and Immunovant
undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments
or otherwise, except as required by law.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
Immunovant Sciences Ltd. (“Immunovant”), Health Sciences
Acquisitions Corporation (“HSAC”), and their respective directors,
executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of
shares of HSAC common stock in respect of the Business Combination
described herein. Information about HSAC’s directors and executive
officers and their ownership of HSAC common stock is set forth in
HSAC’s definitive proxy statement dated November 27, 2019 (the
“Definitive Proxy Statement”) filed with the Securities and
Exchange Commission (the “SEC”), as modified or supplemented by any
Form 3 or Form 4 filed with the SEC since the date of such filing.
Other information regarding the interests of the participants in
the proxy solicitation are included in the Definitive Proxy
Statement pertaining to the Business Combination. These documents
can be obtained free of charge from the sources indicated
below.
Additional Information and Where To Find It
In connection with the transaction described herein, HSAC has
filed and will file relevant materials with the SEC, including the
Definitive Proxy Statement with the SEC, HSAC has mailed the
Definitive Proxy Statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the
transaction. INVESTORS AND SECURITY HOLDERS OF HSAC ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT HSAC WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
HSAC, IMMUNOVANT AND THE TRANSACTION. The Definitive Proxy
Statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by HSAC with the SEC, may be obtained free of charge at the
SEC’s website (www.sec.gov) or by writing to Health Sciences
Acquisitions Corporation, 412 West 15th Street, Floor 9, New York,
NY 10011.
Contacts:
Stephanie A. Sirota Vice President of Corporate Strategy and
Corporate Communications Health Sciences Acquisitions Corporation
hsac@rtwfunds.com
Health Sciences Acquisit... (NASDAQ:HSAC)
Historical Stock Chart
From Apr 2024 to May 2024
Health Sciences Acquisit... (NASDAQ:HSAC)
Historical Stock Chart
From May 2023 to May 2024