Jounce Therapeutics Announces Closing of Tender Offer
04 May 2023 - 10:35AM
Jounce Therapeutics, Inc. (NASDAQ: JNCE) (“Jounce” or the
“Company”), a clinical-stage company focused on the discovery and
development of novel cancer immunotherapies and predictive
biomarkers, today announced that Concentra Biosciences, LLC
(“Concentra”), through its wholly owned subsidiary Concentra Merger
Sub, Inc. (“Concentra Merger Sub”), has successfully completed the
previously announced tender offer to acquire all outstanding shares
of the common stock of Jounce for $1.85 per share in cash plus a
non-tradeable contingent value right (a “CVR”) per share. The $1.85
per share upfront consideration represents a premium of
approximately 75% to Jounce’s closing share price immediately prior
to the public disclosure of Concentra’s acquisition proposal on
March 14, 2023.
The tender offer expired at 6:00 p.m., Eastern
Time, on May 3, 2023. As of the expiration of the offer, 36,367,727
shares of Jounce common stock had been validly tendered and not
validly withdrawn from the tender offer, representing approximately
69.09% of the outstanding shares of Jounce common stock. All
conditions of the offer were satisfied or waived, and Concentra
completed its acquisition of all outstanding shares of Jounce that
were validly tendered and not validly withdrawn for the offer
price.
Following the closing of the tender offer,
Concentra Merger Sub merged with and into Jounce and all shares of
Jounce common stock that had not been validly tendered were
converted into the right to receive the same $1.85 per share in
cash plus one CVR per share (the “Merger”). As a result of the
Merger, Jounce became a wholly owned subsidiary of Concentra.
Shares of Jounce common stock ceased trading on Nasdaq and
Concentra intends promptly to cause such shares to be delisted.
Payment will be made promptly to all former Jounce common
stockholders regardless of whether they tendered their shares.
About Jounce TherapeuticsJounce Therapeutics,
Inc. is a clinical-stage immunotherapy company focused on the
discovery and development of novel cancer immunotherapies and
predictive biomarkers. For more information, please visit
www.jouncetx.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of US federal securities laws, as
amended. The words “estimates,” “expects,” “continues,” “intends,”
“plans,” “anticipates,” “targets,” “may,” “will,” “would,” “could,”
“should,” “potential,” “goal,” and “effort” and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements include, but are not limited to,
statements regarding the payment and timing of payment of the offer
consideration to former Jounce common stockholders and the ability
and timing of delisting of Jounce’s common stock. Any
forward-looking statements in this press release are based on
current expectations and beliefs and are subject to a number of
risks and uncertainties, including, but not limited to, the risk
that the timing of the payment or delisting may be delayed. Such
risks, uncertainties and factors may cause actual events or results
to differ materially from those expressed or implied by any
forward-looking statements contained in this report. 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 report 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.
For further information, please contact:
Jounce Therapeutics, Inc.
ir@jouncetx.com
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