Public listing of Gelesis, along with Karuna
Therapeutics (Nasdaq: KRTX) and Vor Biopharma (Nasdaq: VOR), five
other private Founded Entities and advanced Wholly Owned Pipeline,
further exemplifies the success of PureTech’s unique
value-generating model for developing new medicines
At Closing, Gelesis is expected to have a pro
forma implied market value of approximately $1.3 billion to support
full commercial launch of Plenity® for weight management and
further expand manufacturing capacity to meet demand
Transaction is expected to provide Gelesis with
up to $376 million of gross proceeds, including $100 million PIPE
anchored by new and existing top tier investors and partners
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the
“Company”), a clinical-stage biotherapeutics company announces that
its Founded Entity, Gelesis, Inc. (“Gelesis”) and Capstar Special
Purpose Acquisition Corp. (NYSE: CPSR) (“Capstar”), have entered
into a definitive business combination agreement. Upon completion
of the transaction, the combined company’s securities are expected
to be traded on the New York Stock Exchange (NYSE) under the symbol
“GLS.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210719005358/en/
PureTech’s Founded Entity Gelesis, the
maker of Plenity, is to become a publicly traded company via a
merger with Capstar. Gelesis, along with PureTech’s other Founded
Entities Karuna (KRTX) and Vor (VOR) developed from the Company’s
R&D engine, will have a combined market value of over $5.4B,
further exemplifying the success of PureTech’s unique
value-generating business model for developing new medicines.
“Upon completion of the transaction, Gelesis will be PureTech’s
third publicly-traded Founded Entity. Based on the expected
valuation, Gelesis, along with Karuna and Vor, will have a combined
value of over $5.4 billion,” said Eric Elenko, Chief Innovation
Officer at PureTech. “This is just another example of the unique
and multi-pronged model PureTech has created to advance meaningful
treatments for patients and drive future growth. We are very
pleased with the progress that has been made towards the broad
commercial launch of Plenity later this year and that Gelesis has
the resources to meet the increasing demand.”
Gelesis and Capstar will host a joint investor conference call
to discuss the transaction today, July 19, 2021, at 8:30 a.m.
Eastern Time. A telephone replay of the call will be available
until July 29, 2021 via the same numbers, and a replay of the
webcast will be archived on the investor relations website.
The conference call can be accessed via webcast on Gelesis’
investor relations website at gelesis.com/investors, or by dialing
+1 844-512-2921 within the U.S. or +1 412-317-6671 for
international callers and entering the passcode 1145464.
The full text of the announcement from Gelesis is as
follows:
Gelesis, a Consumer-Focused Biotherapeutics
Company and the Maker of Plenity®, to Become a Publicly Traded
Company via Merger with Capstar Special Purpose Acquisition
Corp.
- Building on the successful beta launch of its first product
Plenity®, Gelesis aims to transform weight management. Gelesis
developed a novel biomimetic therapeutic platform that has yielded
Plenity and an advanced pipeline of therapeutic candidates for a
range of other gut-related disorders
- Plenity makes it easier to eat less and feel fuller with
smaller portions and offers a new weight management solution for
over 150 million Americans, many of whom did not have a
prescription alternative before. Plenity is FDA-cleared to aid in
weight management in adults with excess weight or obesity, Body
Mass Index (BMI) of 25 to 40 kg/m², when used in conjunction with
diet and exercise
- Pro forma implied market value of approximately $1.3 billion
and enterprise value of approximately $1.0 billion
- Transaction is expected to provide Gelesis with up to $376
million of gross proceeds to fund the full commercial launch of
Plenity later this year and to expand manufacturing to meet demand,
including $100 million from a common stock PIPE financing at $10.00
per share anchored by new and existing top tier investors and
partners, including PIMCO private funds, Kennedy Lewis Investment
Management, Pritzker Vlock Family Office, China Medical Systems
Holdings Limited (CMS), and co-founder PureTech Health
BOSTON, MA & AUSTIN, TX, JULY 19, 2021 – Gelesis,
Inc. (“Gelesis” or the “Company”), a biotherapeutics company
advancing biomimetic superabsorbent hydrogels to treat excess
weight and metabolic disorders, and Capstar Special Purpose
Acquisition Corp. (NYSE: CPSR) (“Capstar”), a special purpose
acquisition company sponsored by affiliates of Capstar Partners,
LLC and certain private funds managed by PIMCO, announced today
that they have entered into a definitive business combination
agreement. Upon completion of the transaction, the combined
company’s securities are expected to be traded on the New York
Stock Exchange (NYSE) under the symbol “GLS.”
A New Approach to Weight Management Gelesis is a
biotherapeutics company aiming to transform weight management using
a proprietary biomimetic superabsorbent hydrogel technology. The
Company’s first commercial product, Plenity®, is a U.S. Food and
Drug Administration (FDA) cleared aid in weight management in
adults with excess weight or obesity, Body Mass Index (BMI) of 25
to 40 kg/m², when used in conjunction with diet and exercise.
Plenity has the broadest BMI range of any prescription
weight-management aid to date—over 150 million American adults
could be eligible for treatment with Plenity, many of whom did not
have a prescription alternative before. Plenity’s unique scientific
approach and efficacy, safety and tolerability profile allow
Gelesis to bring it to market in a completely new way.
Plenity capsules contain a non-systemic biomimetic hydrogel that
is not absorbed but instead acts locally in the gastrointestinal
(GI) tract. The capsules are taken with water before meals and are
designed to help people feel satisfied with smaller meals. Plenity
combines the simplicity and convenience of a consumer product with
clinical and scientific validation as well as FDA regulatory
clearance as a de novo Class II medical device. In clinical
studies, ~6 out of 10 adults had clinically meaningful weight loss
and those people lost on average, within six months, ten percent of
their body weight (about 22 lbs). There was no difference in
overall side effects compared to placebo. The most common side
effects were diarrhea, distended abdomen, infrequent bowel
movements and flatulence.
Plenity is a prescription product with a direct-to-patient
approach, giving the consumer the option of going through leading
telehealth platform Ro, or through an in-person healthcare provider
visit. This makes it easier for consumers to seek free physician
evaluation on their own time and their own terms. If prescribed,
the product is delivered to the consumer’s home within two days at
a transparent cost of $98/month, or $1.75 per meal.
Plenity is now available in limited release, and over 48,000
members have begun their weight management journey. During
Plenity’s beta launch in October 2020, with limited promotion and
without brand awareness marketing, Plenity surpassed all branded
prescription weight management products in new monthly members
during the month of testing, with high satisfaction ratings. The
Company anticipates the full commercial launch of Plenity later in
2021 and is currently constructing a larger manufacturing facility
to meet anticipated demand.
Gelesis’ novel platform technology is inspired by the structural
and mechanical properties of raw vegetables. When consumed, the
hydrogel forms small solid gel pieces in the stomach consisting of
water held by a 3D cellulose structures, similar to raw vegetables.
The structures, which have no calories, are homogeneously mixed
with the ingested foods, increasing the volume and firmness of that
meal while reducing its caloric density. The hydrogel pieces are
not absorbed and partially degrade in the large intestine,
releasing the water before leaving the body naturally. In clinical
trials, this therapeutic approach demonstrated a strong efficacy
and safety profile.
Management Comments “We are delighted to have found such
a stellar group of partners and investors as we expand the launch
of the first and only FDA-cleared and clinically validated
prescription aid for weight management that is available for the
broadest range of the population with excess weight, including even
those who are overweight without co-morbidities,” said Yishai
Zohar, Founder and CEO of Gelesis. “Capstar’s leadership team has a
track record of successfully building known brands and tackling
fundamental consumer problems across a variety of industries. We
look forward to building on the exciting momentum of our beta
launch with this partnership and funding, and we are committed to
making a meaningful difference in the lives of millions of
Americans seeking scientifically proven and convenient options to
manage their weight.”
"Yishai and the Gelesis team have developed a tremendous
solution that is poised to transform the weight management
industry," said Steve Hicks, the Chairman and CEO of Capstar. "We
raised our Capstar SPAC last year with the goal of finding a
high-growth, disruptive business that is helping people live a
better, healthier life. Gelesis fits that criteria perfectly and we
are elated to partner with them as they start their exciting next
leg of growth."
Transaction Overview The transaction values the combined
company at an implied enterprise value of approximately $1.0
billion and equity value of approximately $1.3 billion, based on a
$10.00 per share price of Capstar common stock and assuming no
redemptions by Capstar’s public shareholders. The transaction will
provide up to $376 million in gross proceeds to the combined
company from a combination of a $100 million common stock PIPE
financing at $10.00 per share along with $276 million of cash held
in Capstar’s trust account (assuming no redemptions by Capstar’s
public shareholders). The PIPE financing is anchored by a mix of
new and existing top tier investors and partners, including PIMCO
private funds, Pritzker Vlock Family Office, China Medical Systems
Holdings Limited (CMS), and co-founder PureTech Health. Kennedy
Lewis Investment Management will invest $10 million in the PIPE
conditioned upon the closing of their $100 million senior secured
credit facility to the Company, which is subject to the completion
of due diligence, final documentation, and customary closing
conditions. Proceeds from the business combination, PIPE, and
credit facility will be primarily used to support the full
commercial launch of Plenity for weight management later this year
and expanded manufacturing to meet consumer demand. Gelesis’
existing shareholders will convert 100% of their ownership stakes
into the new company.
The transaction has been unanimously approved by the Boards of
Directors of both Gelesis and Capstar. It is expected to close in
the fourth quarter of 2021, subject to the satisfaction of certain
closing conditions, including a registration statement being
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) and the approval of Capstar shareholders.
Additional information about the transaction, including a copy
of the business combination agreement and investor presentation,
will be provided in a Current Report on Form 8-K to be filed by
Capstar with the SEC and available at www.sec.gov.
Advisors Citi is serving as exclusive financial advisor
to Gelesis and Goodwin Procter LLP is serving as legal counsel to
Gelesis. UBS Investment Bank is serving as exclusive financial and
lead capital markets advisor to Capstar and Kramer Levin Naftalis
& Frankel LLP is serving as its legal counsel. UBS Investment
Bank and Citi are serving as private placement agents to Capstar
with respect to the PIPE financing. Winston & Strawn LLP served
as counsel to the placement agents. BTIG, LLC is also serving as a
capital markets advisor to Capstar.
Conference Call Information Gelesis and Capstar will host
a joint investor conference call to discuss the transaction today,
July 19, 2021, at 8:30 a.m. Eastern Time. A telephone replay of the
call will be available until July 29, 2021 via the same numbers,
and a replay of the webcast will be archived on the investor
relations website.
The conference call can be accessed via webcast on Gelesis’
investor relations website at gelesis.com/investors, or by dialing
+1 844-512-2921 within the U.S. or +1 412-317-6671 for
international callers and entering the passcode 1145464.
Important Safety Information
- Patients who are pregnant or are allergic to cellulose, citric
acid, sodium stearyl fumarate, gelatin, or titanium dioxide should
not take Plenity.
- To avoid impact on the absorption of medications:
- For all medications that should be taken with food, take them
after starting a meal.
- For all medications that should be taken without food (on an
empty stomach), continue taking on an empty stomach or as
recommended by your physician.
- The overall incidence of side effects with Plenity was no
different than placebo. The most common side effects were diarrhea,
distended abdomen, infrequent bowel movements, and flatulence.
- Contact a doctor right away if problems occur. If you have a
severe allergic reaction, severe stomach pain, or severe diarrhea,
stop using Plenity until you can speak to your doctor.
Rx Only. For the safe and proper use of Plenity or more
information, talk to a healthcare professional, read the Patient
Instructions for Use, or call 1-844-PLENITY.
About Gelesis Gelesis is a consumer-centered
biotherapeutics company advancing a novel category of treatments
for weight management and gut related chronic diseases. Our
non-systemic superabsorbent hydrogels are inspired by the
composition (i.e., water & cellulose) and mechanical properties
(e.g., elasticity or firmness) of raw vegetables. They are
conveniently administered in capsules to create a much larger
volume of small, non-aggregating hydrogel pieces that become an
integrated part of the meals, and act locally in the digestive
system. Our portfolio includes Plenity®, an FDA-cleared product to
aid in weight management, as well as potential therapies in
development for Type 2 Diabetes, Non-alcoholic Fatty Liver Disease
(NAFLD)/Non-alcoholic Steatohepatitis (NASH), and Functional
Constipation. For more information, visit gelesis.com, or connect
with us on Twitter @GelesisInc.
About Capstar Acquisition Corp. Capstar Special Purpose
Acquisition Corp. (NYSE: CPSR) is sponsored by Capstar Sponsor
Group, LLC, and is led by Chairman and CEO, R. Steven Hicks.
Capstar is a special purpose acquisition company formed for the
purpose of effecting a business combination with one or more
businesses in the consumer, healthcare and technology, media and
telecom industry (TMT) sectors.
Additional Information and Where to Find It Capstar
intends to file a Registration Statement on Form S-4 with the SEC,
which will include a proxy statement/prospectus, that will be both
the proxy statement to be distributed to Capstar shareholders in
connection with its solicitation of proxies for the vote by Capstar
shareholders with respect to the proposed business combination and
other matters as may be described in the Registration Statement, as
well as the prospectus relating to the issuance of certain
securities to be issued in the proposed business combination. After
the Registration Statement is declared effective, the proxy
statement/prospectus and other relevant documents will be sent to
Capstar and Gelesis shareholders. Capstar also will file other
documents regarding the proposed transaction with the SEC. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed business combination. Before
making any voting decision, Capstar’s shareholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus included in the Registration
Statement, the amendments thereto and the definitive proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about Gelesis, Capstar and the proposed
transaction.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to shareholders of Capstar as of a record date to be
established for voting on the proposed business combination.
Investors and security holders will also be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Capstar, without charge, once
available, through the website maintained by the SEC at
www.sec.gov.
The documents filed by Capstar with the SEC also may be obtained
free of charge at Capstar’s website at www.capstarspac.com, or by
written request to: Capstar Special Purpose Acquisition Corp., 405
West 14th Street, Austin, TX 78701, Attention: R. Steven Hicks,
Chief Executive Officer, (512) 340-7800.
Participants in the Solicitation Capstar and its
directors and executive officers may be deemed participants in the
solicitation of proxies from Capstar’s shareholders with respect to
the proposed business combination. The names of those directors and
executive officers and a description of their interests in Capstar
is contained in Capstar’s final prospectus dated July 6, 2020
relating to its initial public offering and in subsequent filings
with the SEC, which are available free of charge at the SEC’s web
site at www.sec.gov. To the extent such holdings of Capstar’s
securities may have changed since that time, such changes have been
or will be reflected on Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of such participants will be contained in
the proxy statement/prospectus for the proposed business
combination when available.
Gelesis and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Capstar in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination when
available.
Forward-Looking Statements Certain statements, estimates,
targets and projections in this press release may constitute
“forward-looking statements” within the meaning of the federal
securities laws. The words “anticipate,” “believe,” continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that
statement is not forward looking. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Forward-looking
statements include, but are not limited to, statements regarding
the satisfaction of closing conditions to the proposed business
combination and the expected timing of the completion of the
proposed business combination, the benefits of the proposed
business combination, the competitive environment in which Gelesis
operates, the expected future operating and financial performance
and market opportunities of Gelesis and statements regarding
Gelesis’ and Capstar’s expectations, hopes, beliefs, intentions or
strategies regarding the future,. In addition, any statements that
refer to projections, forecasts, or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Gelesis and Capstar assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Gelesis and
Capstar give no assurance that any expectations set forth in this
press release will be achieved. Various factors could cause actual
future results, performance or events to differ materially from
those described herein. Some of the factors that may impact future
results and performance may include, without limitation: (i) the
size, demand and growth potential of the markets for Plenity®,
Gelesis’ other product candidates and its ability to serve those
markets; (ii) the degree of market acceptance and adoption of
Gelesis’ products; (iii) Gelesis’ ability to develop innovative
products and compete with other companies engaged in the weight
loss industry; (iv) Gelesis’ ability to complete successfully the
full commercial launch of Plenity® and its growth plans, including
new possible indications and the clinical data from ongoing and
future studies about liver and other diseases; (v) the inability of
the parties to successfully or timely consummate the proposed
business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination or that the approval of the shareholders of Capstar is
not obtained; (vi) the inability of Gelesis to obtain the secured
financing from Kennedy Lewis Investment Management; (vii) failure
to realize the anticipated benefits of the business combination,
including as a result of a delay or difficulty in integrating the
businesses of Capstar and Gelesis; (viii) the amount of redemption
requests made by Capstar shareholders; (ix) the ability of Capstar
or the combined company to issue equity or equity-linked securities
or obtain debt financing in connection with the proposed business
combination or in the future; (x) the outcome of any legal
proceedings that may be instituted against Capstar, Gelesis, the
combined company or others following the announcement of the
proposed business combination and any definitive agreements with
respect thereto; (xi) the ability to meet stock exchange listing
standards at or following the consummation of the proposed business
combination; (xii) the risk that the proposed business combination
disrupts current plans and operations of Gelesis as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; (xiii) the regulatory pathway for Gelesis’ products
and responses from regulators, including the FDA and similar
regulators outside of the United States, (xiv) the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain Gelesis’
management and key employees; (xv) costs related to the proposed
business combination, including costs associated with the
post-transaction company being a publicly listed issuer; (xiv)
changes in applicable laws or regulations; (xvi) the possibility
that Gelesis or the combined company may be adversely affected by
other economic, business, regulatory and/or competitive factors;
(xvii) Gelesis’ estimates of expenses and profitability; (xviii)
ongoing regulatory requirements, (xix) any competing products or
technologies that may emerge, (xx) the volatility of the telehealth
market in general, or insufficient patient demand; (xxi) the
ability of Gelesis to defend its intellectual property and satisfy
regulatory requirements; (xxii) the impact of the COVID 19 pandemic
on Gelesis’ business; (xxiii) the limited operating history of
Gelesis; and (xxiv) those factors discussed in Capstar’s final
prospectus dated July 6, 2020 and Annual Report on Form 10-K for
the fiscal year ended December 31, 2020 and the Registration
Statement, in each case, under the heading “Risk Factors” and other
documents of Capstar filed, or to be filed, with the SEC, including
the proxy statement/prospectus on Form S-4 relating to the proposed
business combination, which is expected to be filed by Capstar with
the SEC. These filings address other important risks and
uncertainties that could cause actual results and events to differ
materially from those contained in the forward-looking
statements.
Non-Solicitation This press release relates to a proposed
transaction between Gelesis and Capstar. This press release is not
a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed business combination and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of
Capstar, the Company or the combined company, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
About PureTech Health PureTech is a clinical-stage
biotherapeutics company dedicated to discovering, developing and
commercializing highly differentiated medicines for devastating
diseases, including inflammatory, fibrotic and immunological
conditions, intractable cancers, lymphatic and gastrointestinal
diseases and neurological and neuropsychological disorders, among
others. The Company has created a broad and deep pipeline through
the expertise of its experienced research and development team and
its extensive network of scientists, clinicians and industry
leaders. This pipeline, which is being advanced both internally and
through PureTech's Founded Entities, is comprised of 26
therapeutics and therapeutic candidates, including two that have
received FDA clearance and European marketing authorization, as of
the date of PureTech’s most recently filed Annual Report on Form
20-F. All of the underlying programs and platforms that resulted in
this pipeline of therapeutic candidates were initially identified
or discovered and then advanced by the PureTech team through key
validation points based on the Company’s unique insights into the
biology of the brain, immune and gut, or BIG, systems and the
interface between those systems, referred to as the BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Ownership Information PureTech's percentage ownership of
Gelesis as at June 30, 2021 was approximately 19.2 percent on a
diluted basis, prior to the transaction. This calculation of
PureTech's holding includes issued and outstanding shares as well
as options and warrants to purchase shares, but excludes
unallocated shares authorized to be issued pursuant to equity
incentive plans. PureTech’s ownership of Gelesis will be updated
following completion of the transaction. PureTech has a right to
royalty payments as a percentage of net sales from Gelesis.
Cautionary Note Regarding Forward-Looking Statements This
press release contains statements that are or may be
forward-looking statements, including statements that relate to the
company's future prospects, developments, and strategies. The
forward-looking statements are based on current expectations and
are subject to known and unknown risks and uncertainties that could
cause actual results, performance and achievements to differ
materially from current expectations, including, but not limited
to, expectations regarding Gelesis’ merger with Capstar Special
Purpose Acquisition Corp., including expectations regarding the
completion of the transaction, expectations regarding the
commercial launch of Plenity®, and those risks and uncertainties
described in the risk factors included in the regulatory filings
for PureTech Health plc. These forward-looking statements are based
on assumptions regarding the present and future business strategies
of the company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date
of this press release. Except as required by law and regulatory
requirements, neither the company nor any other party intends to
update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210719005358/en/
Investors Allison Mead Talbot +1 617 651 3156
amt@puretechhealth.com U.S. media Stephanie Simon +1 617 581
9333 stephanie@tenbridgecommunications.com
PureTech Health (NASDAQ:PRTC)
Historical Stock Chart
From Jun 2024 to Jul 2024
PureTech Health (NASDAQ:PRTC)
Historical Stock Chart
From Jul 2023 to Jul 2024