Mereo BioPharma Group plc (AIM: MPH)
(“
Mereo”, the
“
Company” or the “
Group”), the
clinical stage UK based biopharmaceutical company focused on rare
diseases, and OncoMed Pharmaceuticals, Inc. (NASDAQ: OMED)
(“
OncoMed”), a NASDAQ listed
oncology-focused clinical stage biopharmaceutical business, today
announce the proposed combination of Mereo and OncoMed (the
“
Transaction”). The Transaction has been
unanimously approved by the Board of Directors of each company.
Highlights
The Transaction, on completion, creates a
combined business (the “Enlarged Group”) with:
- A diversified combined portfolio of seven assets, resulting in
an increased number of potential near-term catalysts with a core
focus remaining on Mereo’s strategy to target orphan diseases
- Three significant Phase 2 clinical trial readouts from Mereo’s
core orphan products for osteogenesis imperfecta and alpha-1
antitrypsin deficiency in 2019, respectively
- BPS-804 for osteogenesis imperfecta Phase 2b dose ranging
study. Open-label six-month data is expected on the top dose in H1
2019, 12-month dose ranging data expected in H2 2019
- MPH-966 for the treatment of alpha-1 antitrypsin deficiency
(AATD) Phase 2 dose ranging study top line data expected in H2
2019
- Potential partnerships with Mereo’s BCT-197 and BGS-649
programs following the successful completion of Phase 2 trials in
the last 12 months
- Potential partnership with OncoMed’s navicixizumab program
which is currently in a Phase 1b clinical study and has shown
encouraging data in heavily pre-treated ovarian cancer patients to
date
- Ongoing collaboration with Celgene Corporation
(“Celgene”) with an option to license OncoMed’s
etigilimab (anti-TIGIT) program
- A strong combined cash position extending the current
operational runway into 2020
- Cash resources1, on a proforma combined basis, were US$115.5
million as of September 30, 2018, incorporating OncoMed’s cash
resources1 of US$70.9 million as of September 30, 2018
- Potential for runway to be extended significantly both through
partnering deals and through the possible etigilimab option
exercise by Celgene
- A NASDAQ American Depositary Receipt (“ADR”)
Level III listing, in addition to Mereo’s existing AIM listing, and
a diversified international shareholder base including a number of
US institutional specialist healthcare investors
- The combined skills and expertise of Mereo and a select number
of OncoMed employees
- An established US operational base in Redwood City,
California
- An expanded Board with two new biopharmaceutical
industry-experienced OncoMed independent non-executive
directors
To
effect the Transaction, on completion, which is expected in H1
2019:
- Subject to potential adjustment as described below, based upon
an OncoMed net cash balance of US$38 million at completion, current
Mereo shareholders are expected to own approximately 75% of the
issued share capital of the Enlarged Group, while current OncoMed
shareholders are expected to own approximately 25% of the issued
share capital of the Enlarged Group (through their holding of ADRs)
- In addition, OncoMed shareholders will receive CVRs
representing the right to receive future conditional cash payments
and additional ADRs based on the achievement of certain milestones
relating to OncoMed assets
Commenting on the
announcement,
Mereo's Chief
Executive Officer, Dr Denise Scots-Knight, said:
“I am delighted to announce our proposed combination with OncoMed.
The Transaction allows us to broaden our asset base, including
strengthening our cash position to enable us to progress beyond our
key clinical milestones.
We believe that our plan to initiate a US ADR
programme on NASDAQ, in addition to the continued listing of our
ordinary shares on AIM, will facilitate a deep engagement with the
broadest range of appropriate investors.
During 2019 we continue to expect several value
inflection points, including data from our Phase 2b dose ranging
study for BPS-804 for osteogenesis imperfecta and data from our
Phase 2 dose ranging study for MPH-966 for alpha-1 antitrypsin
deficiency both being run in the US and Europe. Alongside these
milestones, we are also progressing partnering discussions for our
other two products, BCT-197 for acute exacerbations of COPD and
BGS-649 for hypogonadotropic hypogonadism. We also intend to begin
partnering discussions for OncoMed’s navicixizumab programme, which
has generated encouraging clinical data in ovarian cancer that
should guide further clinical development.”
Commenting on the announcement, OncoMed’s President and
Chief Executive Officer, Dr John Lewicki, said: “We
believe this is a value-enhancing transaction for both companies,
forming an organization with a much expanded pipeline of
diversified assets and strengthened capabilities and resources. We
look forward to working closely with the Mereo team to finalize the
transaction and assist in assimilation of the combined assets.”
Principal Terms of the
Transaction
Pursuant to the terms of an agreement and plan
of merger and reorganization, unanimously approved by each party's
Board of Directors, each share of OncoMed issued and held
immediately prior to the Transaction becoming effective will be
converted into the right to receive: (i) Mereo ADRs pursuant to an
exchange ratio described in more detail below and (ii) one CVR
representing the contingent right to receive certain cash payments
and Mereo ADRs upon the achievement of certain milestones relating
to etigilimab and navicixizumab. OncoMed will become a 100% owned
subsidiary of Mereo on closing of the Transaction.
Subject to certain adjustments to the exchange
ratio as described further below, based upon an OncoMed net cash
balance of US$38 million at closing of the Transaction, Mereo is
expected to issue approximately 23.7 million new ordinary shares
("Ordinary Shares") which will be deposited with a
depositary in order to issue Mereo ADRs to current OncoMed
shareholders (based on a ratio of one Mereo ADR for every five new
Ordinary Shares issued), and current OncoMed shareholders are
expected to own approximately 25% of the issued share capital of
the Enlarged Group immediately following completion of the
Transaction. The Ordinary Shares underlying the Mereo ADRs to be
issued in exchange for each OncoMed share in the Transaction
represent an aggregate value of approximately US$57.4 million
(based on the Mereo share price of 190 pence at close on 4 December
2018) and a premium of 34% over the OncoMed market capitalisation
of US$42.9 million on 4 December 2018.
The ADR consideration to be issued to OncoMed
shareholders in connection with the Transaction is subject to the
following adjustments:
- The aggregate number of ADRs to be issued to OncoMed
shareholders is based on an exchange ratio that is subject to
adjustment based on OncoMed’s net cash balance at completion.
OncoMed shareholders will receive a greater or lesser number of
ADRs if OncoMed’s net cash balance at completion is greater or less
than US$38 million, respectively, with OncoMed shareholders
receiving a proportionally lesser number of Mereo ADRs for each
dollar of OncoMed net cash below US$36.5 million.
- If the milestone relating to etigilimab set forth in the CVR
and further described below is satisfied prior to closing of the
Transaction, the number of Mereo ADRs to be issued to OncoMed
shareholders at closing of the Transaction will be increased as a
result of the cash amount received by OncoMed from Celgene in
connection with the exercise of such option. In those circumstances
the CVR would no longer include a milestone relating to
etigilimab.
Each OncoMed shareholder will also receive a CVR
for each OncoMed share held immediately prior to completion
representing the right to receive:
- Additional Mereo ADRs in the event that Celgene exercises its
option in respect of etigilimab and pays OncoMed the associated
milestone payment of US$35 million prior to 31 December 2019.
The number of new Mereo ADRs to be issued in such case will
be based on an exchange ratio calculated by dividing the net
milestone amount received by Mereo from Celgene by the prevailing
share price of Mereo following the announcement of the exercise of
such option, subject to the limitation that in no event will Mereo
be obligated to issue ADRs representing underlying Ordinary Shares
(both at completion under the merger agreement and when combined
with ADRs to be issued pursuant to the CVRs) which represent more
than 40% of the issued share capital of the Enlarged Group (with
such limit calculated by reference to the issued share capital of
Mereo immediately prior to completion); and
- Additional cash consideration equal to 70% of the net proceeds
of milestone payments actually received by Mereo within a period of
5 years following completion of the Transaction from certain future
partnership or investment transactions in relation to
navicixizumab, subject to an aggregate cap of approximately US$80
million. The balance of any milestone payments received would
be retained by Mereo.
Board, Management and
Employees
Following completion, the Mereo Board of
Directors will be expanded to 10 persons to accommodate the
appointment of current OncoMed directors Michael Wyzga and Dr Deepa
Pakianathan as independent non-executive directors. Michael Wyzga
currently serves as a Chief Financial Officer of Aura Biosciences,
Inc. and was formerly President and Chief Executive Officer of
Radius Health, Inc. and the Chief Financial Officer and Executive
Vice President of Genzyme Corporation. Dr Deepa Pakianathan
is a Managing Member at Delphi Ventures and serves on the board of
directors of Alder Biopharmaceuticals, Inc., Karyopharm
Therapeutics, Inc., and Calithera Biosciences, Inc.
The existing Mereo Directors will continue to
serve in their current positions. The Board will thus be comprised
of eight non-executive and two executive Directors. Dr. John
Lewicki, Chief Executive Officer of OncoMed, will continue as an
advisor to Mereo as the Company explores partnership opportunities
for the navicixizumab program.
Following completion of the Transaction, it is
proposed that new service contracts will be entered into with each
of the new non-executive directors. The terms of these service
contracts are still subject to negotiation but it is anticipated
that they will be substantially similar to the service contracts of
the existing non-executive directors of Mereo. Pursuant to Schedule
4 of the AIM Rules, Mereo will confirm the details of the service
contracts once agreed.
OncoMed is undertaking a restructuring that will
involve a significant reduction in its workforce, while maintaining
a core employee base to meet the obligations for the ongoing
OncoMed operations and clinical programs in an efficient manner and
will include the retention of key employees who will join Mereo
after the completion of the Transaction.
Other Information
The Transaction constitutes a substantial
transaction for Mereo for the purposes of Rule 12 of the AIM
Rules.
Application is expected to be made at the time
of completion of the Transaction to the London Stock Exchange for
the new Ordinary Shares in respect of the Transaction to be
admitted to trading on AIM and which are to be issued to OncoMed
shareholders by means of the issue of a proportionate number of
Mereo ADRs expected to be admitted to trading on the NASDAQ Stock
Market LLC trading platform ("NASDAQ").
The Transaction is subject to customary closing
conditions including, among other things, approval of the
transaction by shareholders of OncoMed, the listing of the Mereo
ADRs on NASDAQ and the admission to trading of the Ordinary Shares
to be issued in connection with the Transaction on AIM.
The Company expects to publish and file with the
SEC a Registration Statement on Form F-4, which will include a
proxy statement of OncoMed that also constitutes a prospectus of
Mereo under SEC filing rules.
In total, the Company has received irrevocable
undertakings to support the Transaction of Mereo shareholders in
respect of holdings totalling, in aggregate, 36,949,063 Mereo
Ordinary Shares, representing 51.9% of Mereo’s existing Ordinary
Shares currently in issue. In total, OncoMed has received
irrevocable undertakings to vote in favour of the resolutions to
effect the Transaction to be proposed at the general meeting of
OncoMed shareholders in respect of holdings totalling, in
aggregate, 4,130,907 OncoMed shares of common stock, representing
10.69% of OncoMed’s outstanding shares of common stock.
Analyst and Investor Call
Information
Mereo's Chief Executive Officer, Dr Denise
Scots-Knight, and OncoMed’s President and Chief Executive Officer,
Dr John Lewicki, will host a live joint conference call and webcast
at 8:30 a.m. Eastern Time (1:30 p.m. GMT) today to discuss the
combination of Mereo and OncoMed.
The live webcast and a replay may be accessed by
visiting Mereo’s website at
https://www.mereobiopharma.com/news-and-media/events-and-conferences
or OncoMed’s website at
http://www.oncomed.com/investors/events-and-presentations. Please
connect to the website at least 15 minutes prior to the live
webcast to ensure adequate time for any software download that may
be needed to access the webcast. Alternatively, please call (866)
688-2942 (U.S.), 0800 028 8438 (UK) or (561) 569-9224
(international) to listen to the live conference call. The
conference ID number for the live call is 4787476. Please dial in
approximately 10 minutes prior to the call. Telephone replay will
be available approximately two hours after the call. To access the
replay, please call (855) 859-2056 (U.S.) or (404) 537-3406
(international). The conference ID number for the replay is
4787476. The telephone replay will be available until December 12,
2018.
About
Mereo
Mereo is a biopharmaceutical company focused on
the development and commercialization of innovative therapeutics
that aim to improve outcomes for patients with rare diseases.
Mereo’s strategy is to selectively acquire product candidates that
have already received significant investment from pharmaceutical
companies and that have substantial preclinical, clinical and
manufacturing data packages. Each of Mereo’s four product
candidates has previously generated positive clinical data for
Mereo’s target indication or in a related indication. Since
inception Mereo has commenced large, randomized, placebo-controlled
Phase 2 clinical trials for all four of the product candidates:
- BPS-804 for osteogenesis imperfecta (OI). The Company recently
announced completion of enrolment with 112 adult patients in a
Phase 2b dose ranging study with some initial data expected in the
H1 2019 and top-line dose ranging data in late 2019. A
pediatric Phase 3 study design has also been approved by the
EMA. BPS-804 has orphan designation in the US and EU and has been
accepted into the PRIME and Adaptive Pathways in EU;
- MPH-966 for alpha-1 antitrypsin deficiency (AATD). The Company
recently announced first patient in in a Phase 2 dose ranging study
in the US with data expected in late 2019;
- BCT-197 for acute exacerbations of COPD (AECOPD). The Company
announced positive top-line Phase 2 data in December 2017; and
- BGS-649 for hypogonadotropic hypogonadism (HH). The Company
announced positive top-line Phase 2b data in March 2018.
- As at September 30, 2018 Mereo had (unaudited) total cash
resources1 of approximately US$44.6 million
About
OncoMed
OncoMed is a US-based clinical stage
biopharmaceutical company focused on discovering and developing
novel anti-cancer therapeutics. OncoMed currently has three
therapeutic candidates in development (Phase 1/1b).
OncoMed currently has a strategic alliance with
Celgene and milestone payments and investments from this
collaboration (and prior collaborations with GlaxoSmithKline LLC
and Bayer Pharma AG) have supported the advancement and growth of
its product pipeline.
OncoMed’s product candidates include:
- Etigilimab, an antibody that targets the T-cell immunoreceptor
with immunoglobulin and ITIM domains (“TIGIT”), an
inhibitory receptor that is thought to stop T-cells from attacking
tumor cells. The company is currently enrolling a single agent
Phase 1a and a Phase 1b portion in combination with nivolumab in
the treatment of patients with solid tumors who have progressed
after treatment with anti-PD1 or anti-PD-L1. This program is part
of OncoMed’s collaboration with Celgene;
- Navicixizumab (“NAVI”), a bispecific
monoclonal antibody that targets and inhibits both Delta-like
ligand 4, “DLL4”, and vascular endothelial growth factor, “VEGF.”
OncoMed is currently conducting a Phase 1b clinical trial of NAVI
in combination with paclitaxel in patients with heavily pretreated
platinum-resistant ovarian cancer following a successful Phase 1a
study; and
- GITRL-Fc, a fusion protein comprising a member of the tumor
necrosis factor (TNF) family of ligands that functions to activate
the co-stimulatory receptor GITR (glucocorticoid-induced tumor
necrosis factor receptor) to enhance T-cell modulated immune
responses. A Phase 1a clinical trial of OncoMed’s GITRL-Fc
therapeutic candidate will complete enrollment before the end of
2018.
OncoMed had revenue of approximately US$36.0
million and loss before tax of approximately US$40.1 million for
the year ended December 31, 2017, and revenue of approximately
US$34.2 million and loss before tax of approximately US$3.8 million
for the nine months ended September 30, 2018.
As at September 30, 2018, OncoMed had gross
assets of approximately US$77.2 million and total cash resources1
of US$70.9 million.
1 Cash resources defined as cash and cash
equivalents and short-term investments and represent unaudited
balances as at September 30, 2018 converted where appropriate to
USD at prevailing rates
Enquiries
Mereo |
+44 (0)333 023
7300 |
Denise Scots-Knight,
Chief Executive Officer |
|
Richard Jones, Chief
Financial Officer |
|
|
|
Evercore
(Financial Adviser to Mereo) |
+44 (0)20 7653
6000 |
Julian Oakley |
|
Tom Watson |
|
|
|
Cantor
Fitzgerald Europe (Nominated Adviser and Joint Broker to
Mereo) |
+44 (0)20 7894
7000 |
Phil Davies |
|
Will Goode |
|
|
|
RBC Capital
Markets (Joint Broker to Mereo) |
+44 (0)20 7653
4000 |
Rupert WalfordJamil
Miah |
|
|
|
FTI Consulting
(Public Relations Adviser to Mereo) |
|
Simon Conway |
+44 (0)20 3727
1000 |
Brett Pollard |
|
|
|
Burns McClellan
(US Public Relations Adviser to Mereo) |
+01 (0) 212 213
0006 |
Lisa Burns |
|
Ami Bavishi |
|
OncoMed |
+01 (0) 650 995
8200 |
John Lewicki, President
and Chief Executive Officer |
|
Sylvia Wheeler,
Investor Relations and Corporate Communications |
|
|
|
Leerink
Partners LLC (Financial Adviser to
OncoMed) |
+01 (0) 212 277
6000 |
Dan DubinDan
Lepanto |
|
|
|
Important Notice
Evercore Partners International LLP
("Evercore"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser
exclusively for Mereo and no one else in connection with the
Transaction and accordingly will not be responsible to anyone other
than Mereo in providing the protections afforded to clients of
Evercore nor for providing advice in relation to the Transaction,
the content of this announcement or any matter referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statue or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein or otherwise.
Save for the responsibilities and liabilities,
if any, of Evercore and Cantor Fitzgerald under the Financial
Services and Markets Act 2000 or the regulatory regime established
thereunder or in respect of fraudulent misrepresentation, no
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by or on behalf of Evercore or Cantor Fitzgerald
or by their respective affiliates, agents, directors, officers and
employees as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement has been issued by and is the
sole responsibility of the Company. The information contained in
this announcement is for background purposes only and does not
purport to be full or complete. The information in this
announcement is subject to change without notice. Subject to the
AIM Rules, the UK Disclosure Guidance and Transparency Rules and
MAR, the issue of this announcement shall not, under any
circumstances, create any implication that there has been no change
in the affairs of the Company or OncoMed since the date of this
announcement or that the information in this announcement is
correct as at any time subsequent to the date of this
announcement.
The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this announcement, or other information referred to
herein, comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
No statement in this announcement is intended to
be a profit forecast, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Forward-Looking Statements
This communication contains “forward-looking
statements”. All statements other than statements of historical
fact contained in this report are forward-looking statements within
the meaning of Section 27A of the United States Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements usually relate to
future events and anticipated revenues, earnings, cash flows or
other aspects of our operations or operating results.
Forward-looking statements are often identified by the words
“believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,”
“should,” “would,” “could,” “may,” “estimate,” “outlook” and
similar expressions, including the negative thereof. The absence of
these words, however, does not mean that the statements are not
forward-looking. These forward-looking statements are based on our
current expectations, beliefs and assumptions concerning future
developments and business conditions and their potential effect on
us. While management believes that these forward-looking statements
are reasonable as and when made, there can be no assurance that
future developments affecting us will be those that we
anticipate.
Factors that could cause actual results to
differ materially from those in the forward-looking statements
include failure to obtain applicable stockholder approvals in a
timely manner or otherwise; failure to satisfy other closing
conditions to the proposed transaction; failure to realize
anticipated benefits of the proposed transaction; risks relating to
unanticipated costs, liabilities or delays of the transaction;
failure or delays in research and development programs;
unanticipated changes relating to competitive factors in the
companies’ industry; risks relating to expectations regarding the
capitalization, resources and ownership structure of the combined
organizations; the availability of sufficient resources for
combined company operations and to conduct or continue planned
clinical development programs; the outcome of any legal proceedings
related to the merger; risks related to the ability to correctly
estimate operating expenses and expenses associated with the
merger; risks related to the ability to project future cash
utilization and reserves needed for contingent future liabilities
and business operations; risks related to the changes in market
prices of the shares of OncoMed’s common stock or Mereo’s ordinary
shares relative to the exchange ratio; ability to hire and retain
key personnel; the potential impact of announcement or consummation
of the proposed transaction on relationships with third parties;
changes in law or regulations affecting the companies;
international, national or local economic, social or political
conditions that could adversely affect the companies and their
business; conditions in the credit markets; risks associated with
assumptions the parties make in connection with the parties’
critical accounting estimates and other judgments.
All of our forward-looking statements involve
risks and uncertainties (some of which are significant or beyond
our control) and assumptions that could cause actual results to
differ materially from our historical experience and our present
expectations or projections. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect
the parties’ businesses, including those described in OncoMed’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed from time to time by
OncoMed and Mereo’s with the United States Securities and Exchange
Commission (the “SEC”) and those described in Mereo’s annual
reports, relevant reports and other documents published from time
to time by Mereo. We wish to caution you not to place undue
reliance on any forward-looking statements, which speak only as of
the date hereof. We undertake no obligation to publicly update or
revise any of our forward-looking statements after the date they
are made, whether as a result of new information, future events or
otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer of securities in any
jurisdiction, in each case in contravention of applicable law. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act and
applicable European or UK, as appropriate, regulations. Subject to
certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or
by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed
with the SEC
Mereo will file with the SEC (1) a Registration
Statement on Form F-4 containing the proxy statement of OncoMed
that also constitutes a prospectus of Mereo (the “proxy
statement/prospectus”) and (2) other documents concerning the
proposed merger. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, AND
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED
BY EACH OF MEREO AND ONCOMED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MEREO, ONCOMED, THE
PROPOSED TRANSACTIONS AND RELATED
MATTERS. Investors and stockholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by the parties through the website
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC on
Mereo’s website at www.mereobiopharma.com (for documents filed with
the SEC by Mereo) or on OncoMed’s website at www.oncomed.com (for
documents filed with the SEC by OncoMed).
Participants in the Solicitation
Mereo, Oncomed and their respective directors,
executive officers and certain employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Mereo and OncoMed, respectively in connection with the proposed
merger. Stockholders may obtain information regarding the names,
affiliations and interests of OncoMed’s directors and officers in
OncoMed’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC on March 8, 2018,
and its definitive proxy statement on Schedule 14A for the 2018
annual meeting of stockholders, which was filed with the SEC on
April 27, 2018. To the extent the holdings of OncoMed’s
securities by the Company’s directors and executive officers have
changed since the amounts set forth in OncoMed’s proxy statement
for its 2018 annual meeting of stockholders, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information regarding the names, affiliations
and interests of Mereo’s directors and officers is contained in
Mereo’s Annual Report for the fiscal year ended December 31, 2017
and can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of such
individuals in the proposed merger will be included in the proxy
statement/prospectus relating to the proposed merger when it is
filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC’s website at www.sec.gov,
OncoMed’s website at www.oncomed.com and Mereo’s website at
www.mereobiopharma.com.
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