Filed by Mereo BioPharma Group plc pursuant to
Rule 425 under the Securities Act of 1933, as amended
Subject Company: OncoMed Pharmaceuticals, Inc.
Date: March 15, 2019.
(Subject Company Commission File No.: 001-35993)
Mereo BioPharma
Group plc
("Mereo"
or the "Company" or the "Group")
Update
on Proposed Combination of Mereo and OncoMed
London,
15 March 2019
– Mereo BioPharma Group plc (AIM: MPH), a clinical stage, UK-based, biopharmaceutical company focused
on rare diseases, today provides an update on its proposed combination (the "Proposed Transaction") with OncoMed Pharmaceuticals,
Inc. ("OncoMed"), which it expects will close in Q2 2019.
Update
on the Proposed Combination
Mereo notes
the announcement by OncoMed today that it has received irrevocable support agreements (the “Support Agreements”) to
vote in favour of the resolutions to effect the Proposed Transaction at the special meeting of OncoMed shareholders to be called
for such purpose from Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., MSI BVF SPV, L.L.C. and Biotechnology
Value Trading Fund OS L.P. which represent approximately 10.45% of OncoMed's outstanding shares of common stock.
In total,
taken together with those Support Agreements described in Mereo’s announcement of 5 December 2018, OncoMed has now received
Support Agreements in respect of holdings representing approximately 21.1% of OncoMed's outstanding shares of common stock.
Mereo continues
to make good progress towards the closing of the Proposed Transaction, which is expected to occur in Q2 2019.
Oncomed
Special Dividend
Mereo also
notes the announcement by OncoMed today that the OncoMed board of directors has declared a one-time special dividend (the “Special
Dividend”) in the form of a contractual right to receive certain contingent cash payments from OncoMed upon the actual receipt
by OncoMed or its affiliates of certain future milestones or royalties from Celgene Corporation or its affiliates (“Celgene”),
if Celgene determines to exercise its exclusive option in relation to the licensing of OncoMed’s etigilimab (anti-TIGIT)
product. All such contingent future payments, if any become payable, will be made to OncoMed shareholders of record as of the
close of business on 5 April 2019 or their permitted transferees pursuant to a contingent value rights agreement governing such
payments (the “OncoMed CVR Agreement”). The Special Dividend will be distributed as of the close of business on 5
April 2019.
Mereo has
consented to OncoMed’s entry into the OncoMed CVR Agreement and declaration of the Special Dividend. Neither the OncoMed
CVR Agreement nor the Special Dividend is conditional upon the closing of the Proposed Transaction. The OncoMed CVR Agreement
is not expected to require revision to the terms of the existing form of contingent value rights agreement relating to the etigilimab
product negotiated in connection with the Proposed Transaction and announced previously.
About
Mereo
Mereo is
a biopharmaceutical company focused on the development and commercialisation 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, randomised, placebo-controlled Phase 2 clinical trials for all four of
the product candidates:
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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 Q2 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;
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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;
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BCT-197
for acute exacerbations of COPD (AECOPD). The Company announced positive Phase 2 data
in May 2018; and
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BGS-649
for hypogonadotropic hypogonadism (HH). The Company announced positive top-line Phase
2b data in March 2018 and positive results from the Phase 2b safety extension study in
December 2018.
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For
Further Enquiries
:
Mereo
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+44 (0)333 023 7300
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Denise Scots-Knight, Chief Executive Officer
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Richard Jones, Chief Financial Officer
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Evercore (Financial Adviser to
Mereo
)
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+44 (0)20 7653 6000
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Julian Oakley
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Tom Watson
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Cantor Fitzgerald Europe (Nominated Adviser
and Joint Broker to
Mereo
)
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+44 (0)20 7894 7000
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Phil Davies
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Will Goode
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RBC Capital Markets (Joint Broker to
Mereo
)
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+44 (0)20 7653 4000
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Rupert Walford
Jamil Miah
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FTI Consulting (Public Relations Adviser to
Mereo
)
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Simon Conway
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+44 (0)20 3727 1000
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Brett Pollard
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Burns McClellan (US Public Relations Adviser
to
Mereo
)
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+01 (0) 212 213 0006
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Lisa Burns
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Jill Steier
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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 Proposed 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 Proposed 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 therefor is expressly disclaimed.
This announcement
has been issued by and is the sole responsibility of Mereo. 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 Mereo 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 Mereo for the current or future financial years would necessarily match or exceed the historical published
earnings per share of Mereo.
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 realise anticipated benefits of the Proposed Transaction; risks relating to unanticipated costs, liabilities or delays
of the Proposed 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 capitalisation, resources and ownership structure
of the combined organisations; 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 utilisation 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 with 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 Transaction 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, if 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 Has Been and Will Be Filed with the SEC
Mereo
has filed with the SEC (1) a preliminary 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
combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS,
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE REGISTRATION STATEMENT ON FORM F-4, 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 COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEREO,
ONCOMED, THE PROPOSED TRANSACTION 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 https://www.mereobiopharma.com/investors-page/sec-filings/ (for documents
filed with the SEC by Mereo) or on OncoMed's website at http://cms2.oncomed.com/investors/financial-information/sec-filings (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 shareholders of Mereo (if relevant) and the stockholders OncoMed, respectively in connection with the proposed
combination. 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, 2018, which was filed with the SEC on March 7,
2019, 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 combination will be included in the definitive proxy statement/prospectus relating to the proposed
combination when it is filed with the SEC. These documents may be obtained free of charge from the SEC's website at www.sec.gov,
OncoMed's website at http://cms2.oncomed.com/investors/financial-information/sec-filings and Mereo's website at https://www.mereobiopharma.com/investors-page/sec-filings/.
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