TIDMREDX
RNS Number : 3493U
Redx Pharma plc
27 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN
REDX PHARMA PLC
("Redx" or "the Company")
Statement Following Jounce Therapeutics Announcement of a
Definitive Merger Agreement with Concentra Biosciences and
Withdrawal of their Recommendation for the Business Combination
with Redx
Alderley Park, UK 27 March 2023 Redx Pharma ("Redx", AIM: REDX),
the clinical-stage biotechnology company focused on discovering and
developing novel, small molecule, highly targeted therapeutics for
the treatment of cancer and fibrotic disease , acknowledges the
announcement made today by Jounce Therapeutics, Inc. (NASDAQ: JNCE)
("Jounce"), that it has entered into a definitive merger agreement
to be acquired by Concentra Biosciences, LLC. The Board of
Directors of Jounce has therefore withdrawn its recommendation for
the proposed all-share merger transaction with Redx announced on 23
February 2023 (the "Business Combination") and has notified Redx of
the termination of the co-operation agreement between Redx and
Jounce in respect of the Business Combination.
Dr Jane Griffiths, Chair of the Board of Redx commented " The
Board remains fully confident in the future of Redx despite being
disappointed that the Board of Jounce has now decided to recommend
a cash offer for their company at this late stage. We strongly
believe in the potential of our clinical stage assets and pipeline
of development candidates. Whilst the offer for Redx has not
formally lapsed under the UK Takeover Code, the Board will consider
all options available to it in line with our strategy."
Redx has built a clinical stage portfolio of drug candidates,
with Phase 2a data in IPF from the lead asset, RXC007, a
next-generation selective ROCK2 inhibitor, expected in Q1 2024.
Additionally, the Company continues to progress RXC008, a
GI-targeted ROCK inhibitor, as a potential first-in-class treatment
for fibrostenotic Crohn's disease. In the oncology pipeline,
RXC004, an orally available porcupine inhibitor, is also
progressing through Phase 2 trials in combination with immune
check-point inhibitors in hard-to-treat, advanced solid tumours,
with top-line data expected later this year.
Further announcements will be made in due course as
appropriate.
Defined terms have the meaning given to them in the Rule 2.7 announcement.
The person responsible for the release of this announcement on
behalf of the Company is Claire Solk, Company Secretary.
For further information, please contact:
Redx Pharma Plc T: +44 (0)1625 469
918
UK Headquarters
Caitlin Pearson Head of Communications
ir@redxpharma.com
Lisa Anson, Chief Executive Officer
US Office
Peter Collum, Chief Financial Officer
Centerview Partners UK LLP (Financial T: +44 (0) 20 7409
Adviser to Redx) 9700
Richard Girling/ Hadleigh Beals/ Alex Elias
SPARK Advisory Partners (Nominated Adviser) T: +44 (0)203 368 3550
Matt Davis/ Adam Dawes
WG Partners LLP (Joint Broker) T: +44 (0)203 705 9330
David Wilson/ Claes Spång
Panmure Gordon (UK) Limited (Joint Broker) T: +44 (0)207 886 2500
Rupert Dearden/ Freddy Crossley/ Emma Earl
FTI Consulting (Financial Communications T: +44 (0)203 727 1000
Adviser)
Simon Conway/ Ciara Martin
About Redx Pharma Plc
Redx Pharma (AIM: REDX) is a clinical-stage biotechnology
company focused on the discovery and development of novel, small
molecule, highly targeted therapeutics for the treatment of cancer
and fibrotic disease and the emerging area of cancer-associated
fibrosis, aiming initially to progress them to clinical proof of
concept before evaluating options for further development and
potential value creation. The Company's lead fibrosis product
candidate, the selective ROCK2 inhibitor RXC007, is in development
for interstitial lung disease and commenced a Phase 2a trial for
idiopathic pulmonary fibrosis (IPF) in October 2022, with topline
data expected in Q1 2024. Redx's lead oncology product candidate,
the Porcupine inhibitor RXC004, being developed as a targeted
treatment for Wnt-ligand dependent cancers, is expected to report
both monotherapy and combination with anti-PD-1 Phase 2 data during
2023. Redx's third drug candidate, RXC008, a GI-targeted ROCK
inhibitor for the treatment of fibrostenotic Crohn's disease, is
progressing towards a CTA/IND application at the end of 2023.
The Company has a strong track record of discovering new drug
candidates through its core strengths in medicinal chemistry and
translational science, enabling the Company to discover and develop
differentiated therapeutics against biologically or clinically
validated targets. The Company's accomplishments are evidenced not
only by its two wholly-owned clinical-stage product candidates and
rapidly expanding pipeline, but also by its strategic transactions,
including the sale of pirtobrutinib (RXC005, LOXO-305), a
non-covalent (reversible) BTK inhibitor now approved by the US FDA
for adult patients with mantle cell lymphoma previously treated
with a covalent BTK inhibitor, and AZD5055/RXC006, a Porcupine
inhibitor targeting fibrotic diseases including IPF, which
AstraZeneca is progressing in a Phase 1 clinical study. In
addition, Redx has forged collaborations with Jazz Pharmaceuticals,
which includes JZP815, a pan-RAF inhibitor developed by Redx which
Jazz is now progressing through Phase 1 clinical studies, and an
early stage oncology research collaboration.
To subscribe to Email Alerts from Redx, please visit:
www.redxpharma.com/investor-centre/email-alerts/
Important Notices
Centerview Partners UK LLP ("Centerview"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority (the "FCA"), is acting exclusively as financial adviser
to Redx and no one else in connection with the Business Combination
and will not be responsible to anyone other than Redx for providing
the protections afforded to its clients or for providing advice in
relation to the Business Combination, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither Centerview nor any of its affiliates, nor any of
Centerview'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, in delict,
under statute or otherwise) to any person who is not a client of
Centerview in connection with this Announcement, any statement
contained herein, the Business Combination or otherwise.
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated in the United Kingdom by the FCA is acting as
nominated adviser to Redx and for no one else in connection with
the Business Combination and other matters referred to in this
Announcement and will not be responsible to anyone other than Redx
for providing the protections afforded to its clients or for
providing advice in relation to the Business Combination, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither SPARK nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of SPARK in
connection with this Announcement, any statement contained herein,
the Business Combination or otherwise.
WG Partners LLP ("WG Partners"), which is authorised and
regulated in the United Kingdom by the FCA is acting as Corporate
Broker to Redx and for no one else in connection with the Business
Combination and other matters referred to in this Announcement and
will not be responsible to anyone other than Redx for providing the
protections afforded to its clients or for providing advice in
relation to the Business Combination, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither WG Partners nor any of its affiliates, members, directors
or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of WG Partners in connection with this
Announcement, any statement contained herein, the Business
Combination or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA in the United Kingdom is acting
as Corporate Broker to Redx and for no one else in connection with
the Business Combination and other matters referred to in this
Announcement and will not be responsible to anyone other than Redx
for providing the protections afforded to its clients or for
providing advice in relation to the Business Combination, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Panmure Gordon nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Panmure
Gordon in connection with this Announcement, any statement
contained herein, the Business Combination or otherwise.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
This Announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside
England and Wales.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Disclosure requirements of the City Code on Takeovers and
Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they shall be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/ ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and requesting hard copy documents
A copy of this Announcement shall be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Redx's website at
https://www.redxpharma.com/investor-centre/related-documents/ by no
later than 12 noon (London time) on the Business Day following the
date of this Announcement. For the avoidance of doubt, the contents
of this website are not incorporated into and do not form part of
this Announcement.
Persons entitled to do so may request a hard copy of this
Announcement by calling Equiniti Limited on +44 (0) 371 384 2030.
If calling from outside of the UK, please ensure the country code
is used. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 08:30
a.m. - 17:30 p.m., Monday to Friday excluding public holidays in
England and Wales or by submitting a request in writing to our
Registrars at Equiniti, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, UK. If you have received this Announcement in
electronic form, copies of this Announcement and any document or
information incorporated by reference into this Announcement will
not be provided unless such a request is made.
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END
MSCXDLFLXXLBBBE
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March 27, 2023 09:06 ET (13:06 GMT)
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