TIDMREDX
RNS Number : 2874U
Jounce Therapeutics, Inc.
27 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO
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JURISDICTION.
Jounce Therapeutics Enters Into Agreement to Be Acquired by
Concentra Biosciences for $1.85 in Cash per Share Plus Contingent
Value Rights
CAMBRIDGE, Mass., March 27, 2023 - 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 it has
entered into a definitive merger agreement whereby Concentra
Biosciences, LLC ("Concentra") will acquire Jounce for $1.85 in
cash per share plus a non-tradeable contingent value right (the
"CVR").
The $1.85 per share upfront consideration represents a premium
of approximately 75% to Jounce's closing share price immediately
prior to the March 14, 2023 public disclosure of Concentra's
acquisition proposal.
Following a thorough review process conducted with the
assistance of its legal and financial advisors, Jounce's Board of
Directors has determined that the acquisition by Concentra - of
which Tang Capital Partners, LP is the controlling shareholder - is
in the best interests of all Jounce shareholders, and has
unanimously approved the merger agreement.
Jounce's Board of Directors is no longer recommending the
proposed all-share merger transaction (the "Redx Business
Combination") with Redx Pharma Plc (AIM:REDX) ("Redx"). The Jounce
Board of Directors has notified Redx of the withdrawal of its
recommendation in favor of the Redx Business Combination and
termination of the co-operation agreement dated February 23, 2023
between Jounce and Redx.
In conjunction with the merger agreement, Jounce is implementing
a workforce reduction of approximately 84% of its employees. This
reduction is expected to be completed within the next month and
Jounce will incur restructuring costs totaling approximately $6.5
million[1]. The remaining Jounce employees will work to complete
the sale of the Company, conduct activities to maximize the value
of the CVR, work to ensure that patients on the SELECT and INNATE
trials have the opportunity to continue receiving therapy with
vopratelimab, JTX-8064 and pimivalimab and to otherwise ensure a
smooth transition to Concentra.
Pursuant and subject to the terms of the merger agreement, a
subsidiary of Concentra will commence a tender offer by April 7,
2023 to acquire all outstanding shares of Jounce for $1.85 in cash
per share at closing plus a non-tradeable CVR representing the
right to receive 80% of the net proceeds payable for a period of
ten years post-closing from any license or disposition of Jounce's
programs effected within two years of closing and 100% of the
potential aggregate value of certain specified potential cost
savings.
Closing of the tender offer is subject to certain conditions,
including the tender of Jounce shares representing at least a
majority of the total number of outstanding shares as of
immediately following the consummation of the offer; the
availability of at least $110 million of cash and cash equivalents,
net of any tail and closing costs, at closing, and other customary
conditions. The acquisition is expected to close in the second
quarter of 2023.
About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy
company dedicated to transforming the treatment of cancer by
developing therapies that enable the immune system to attack tumors
and provide long-lasting benefits to patients through a
biomarker-driven approach. Jounce currently has multiple
development stage programs ongoing while simultaneously advancing
additional early-stage assets from its robust discovery engine
based on its Translational Science Platform. For more information,
please visit www.jouncetx.com.
For further information, please contact:
Jounce Therapeutics, Inc.
Kim Drapkin
ir@jouncetx.com T: +1-857-259-3840
Cowen (Financial Adviser to Jounce) T: +1-646-562-1010
Tanya Joseph / Erik Schuchard / Giles Roshier T: +44 (0)203 011 0460
Stern Investor Relations (Adviser to Jounce)
Julie Seidel T: +1-212-362-1200
Longacre Square Partners (Adviser to Jounce)
Dan Zacchei / Rebecca Kral
Jounce@longacresquare.com
Important notices
Cowen Execution Services Limited ("Cowen"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to Jounce and no one else in
connection with the Redx Business Combination and/or the proposed
transaction with Concentra and will not be responsible to anyone
other than Jounce for providing the protections afforded to clients
of Cowen nor for providing advice in relation to the Redx Business
Combination, the proposed transaction with Concentra , the contents
of this press release or any other matters referred to in this
press release. Neither Cowen nor any of its affiliates, nor any of
Cowen's and such affiliates' respective members, directors,
officers, controlling persons or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Cowen in
connection with the Redx Business Combination, the proposed
transaction with Concentra , this press release, any statement
contained herein or otherwise.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws, including, without
limitation, statements regarding the anticipated timing of the
Company's reduction in force, including associated restructuring
costs, the impact on ongoing clinical trials and the timing and
closing of the proposed transaction. 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. Any
forward-looking statements in this press release are based on
management's current expectations and beliefs and are subject to a
number of risks, uncertainties and important factors that may cause
actual events or results to differ materially from those expressed
or implied by any forward-looking statements contained in this
press release, including, without limitation, risks related to the
Company's ability to execute on and realize the expected benefits
of the reduction in force; actions of Redx in response to the
proposed transaction with Concentra; the impact of actions of other
parties with respect to the proposed transaction with Concentra;
the possibility that competing offers will be made; the outcome of
any legal proceedings that could be instituted against Jounce or
its directors ; the risk that the transactions contemplated by the
merger agreement may not be completed in a timely manner, or at
all, which may adversely affect Jounce's business and the price of
its common stock; the failure to satisfy all of the closing
conditions of the transactions contemplated by the merger agreement
with Concentra; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement with Concentra; the effect of the announcement or
pendency of the transactions contemplated by the merger agreement
on Jounce's business, and operating results; risks that the
transactions contemplated by the merger agreement may disrupt
Jounce's current plans and business operations; risks related to
the diverting of management's attention from Jounce's ongoing
business operations; general economic and market conditions and the
other risks identified in the Company's filings with the U.S.
Securities and Exchange Commission ("SEC"), including its most
recent Annual Report on Form 10-K for the year ended December 31,
2022, filed with the SEC on March 10, 2023 and subsequent filings
with the SEC. Should any risks and uncertainties develop into
actual events, these developments could have a material adverse
effect on the proposed transaction and/or Jounce and Jounce's
ability to successfully complete the proposed transaction. 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 press release
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.
Additional Information and Where to Find It
The tender offer for the outstanding shares of the Company
referenced in this press release has not yet commenced. This press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the tender offer materials that Concentra and
its subsidiary will file with the SEC. At the time the tender offer
is commenced, Concentra and its subsidiary will file tender offer
materials on Schedule TO, and, thereafter, the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF JOUNCE COMMON
STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF SHARES OF JOUNCE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of shares of the Company's common stock at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's website at www.sec.gov or by accessing the
Investor Relations section of the Company's website at
https://www.jouncetx.com .
Publication on website
A copy of this Announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Jounce's website at
https://jouncetx.com/recommended-offer/ by no later than 12 noon
(London time) on the Business Day following the date of this press
release. For the avoidance of doubt, the contents of the website
are not incorporated into and do not form part of this press
release.
[1] This amount is preliminary and subject to change upon
completion of the Company's 10-Q review for the period ended March
31, 2023.
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END
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