PETACH TIKVA, Israel,
Nov. 7, 2016 /PRNewswire/ --
Macrocure Ltd. (NASDAQ: MCUR), a clinical-stage biotechnology
company, today announced that it will hold a Special General
Meeting of Shareholders on Monday, December
12, 2016, at 3:00 p.m.,
Israel time (8:00 a.m. EST) at the offices of its Israeli
counsel, Meitar Liquornik Geva Leshem Tal, located at 16 Abba
Hillel Road, 10th floor, Ramat
Gan 5250608, Israel at
which its prospective merger with Leap Therapeutics, Inc., or Leap,
a clinical stage immuno-oncology company, will be presented for
approval. As previously announced, pursuant to the prospective
merger, Macrocure will become a wholly owned subsidiary of Leap,
and Leap will become a public company. In connection with the
transaction, Leap is applying to have the shares of the combined
entity listed for trading on NASDAQ upon completion of the merger,
the approval of such application being a condition to the
consummation of the merger.
The record date for shareholders entitled to vote at the special
meeting is Friday, November 11,
2016.
The agenda items for the special general meeting will consist of
the following:
(1)
Approval, pursuant to Section 320 of the Israeli Companies Law, of
the merger of Macrocure with M-Co. Merger Sub, Ltd., or Merger Sub,
an Israeli company that is a wholly-owned subsidiary of Leap,
including the approval of: (i) the merger transaction, whereby
Merger Sub will merge with and into Macrocure, with Macrocure
surviving and becoming a wholly-owned subsidiary of Leap; (ii) the
Agreement and Plan of Merger, or merger agreement, dated as of
August 29, 2016, by and among
Macrocure, Merger Sub and Leap; (iii) the consideration to be
received by Macrocure's shareholders in the Merger, consisting of a
fraction of a share of common stock of Leap (to be determined based
on an exchange ratio described in the merger agreement, which is
subject to adjustment based on Macrocure's net cash (as defined in
the merger agreement) as of the effective time of the merger) for
each ordinary share of Macrocure held as of immediately prior to
the effective time of the merger; (iv) the conversion of each
outstanding option and warrant to purchase one ordinary share of
Macrocure into an option or warrant (as applicable) to purchase a
fraction of a share of Leap common stock (to be determined by
multiplying one ordinary share by the exchange ratio), at an
increased exercise price (to be determined by dividing the existing
exercise price by the exchange ratio), subject to accelerated
vesting upon the effective time in the case of each outstanding
option, and otherwise subject to the remaining terms and conditions
under the existing option or warrant; (v) the entry by certain of
Macrocure's significant shareholders into a registration rights
agreement with Leap, providing them with the right to request that
their shares be included in a registration statement that Leap may
in the future otherwise be filing for the potential sale of Leap
common stock they will receive upon the effectiveness of the
merger; and (vi) all other transactions and arrangements
contemplated by the merger agreement.
(2)
Subject to, and effective upon, the consummation of the merger,
Macrocure's purchase, in accordance with the merger agreement, of a
"tail" insurance policy for its officers and directors that will
provide coverage at substantially the same level as under
Macrocure's existing insurance for its officers and directors,
until the seventh anniversary of the merger's effectiveness.
(3)
Approval of a grant of options to purchase 36,662 ordinary shares
of Macrocure to each of Katherine
Wolf and Yuval Yanai,
directors of Macrocure, at an exercise price equal to the closing
market price of the ordinary shares of Macrocure on the date of the
shareholder meeting, which will vest in an accelerated manner upon
the effectiveness of the merger (or an alternate M&A
transaction).
(4)
Approval of certain compensatory measures for Nissim Mashiach, Macrocure's CEO, including: (i)
an amendment to his existing options to purchase ordinary shares of
Macrocure so that the exercise period thereunder post-termination
of employment does not expire upon consummation of the merger or an
alternate M&A transaction; and (ii) effective upon, and subject
to, the consummation of the merger (or alternate M&A
transaction): (a) a grant to the CEO of options to purchase 150,000
ordinary shares of Macrocure, at an exercise price equal to the
closing market price of the ordinary shares of Macrocure on the
date of the shareholder meeting, which will vest in an accelerated
manner at the effectiveness of the merger, (b) payment of a
$300,000 cash bonus to the CEO,
subject to Macrocure's implied value being assessed at a certain
level for purposes of the merger (or other M&A transaction),
which requirement may be waived at the discretion of the Chairman
of the Board, after consultation with the compensation committee of
the board of directors, and (c) a one-time "make whole" payment to
the CEO, payable upon the consummation of the merger (or other
M&A transaction) and equal to $10,000 per month for each month
from December 2015 through and including the month during which the
merger (or other M&A transaction) is consummated.
Macrocure is not aware of any other matters that will come
before the meeting. If any other matters are presented properly at
the meeting, the persons designated as proxies intend to vote upon
such matters in accordance with their best judgment.
The Board of Directors of Macrocure unanimously recommends
that Macrocure's shareholders vote in favor of the merger and in
favor of each of the other, related proposals.
Further Details Concerning the Special General Meeting of
Shareholders
The presence, in person or by proxy, of two or more shareholders
together possessing at least twenty-five percent (25%) of
Macrocure's voting power will constitute a quorum at the special
meeting. In the absence of a quorum within 30 minutes of the
scheduled time for the meeting, the meeting will be adjourned for
one week and will be held on Monday,
December 19, 2016 at the same time and place, unless
otherwise determined by the Chairman of the meeting. At such
adjourned meeting, the presence of at least two shareholders in
person or by proxy (regardless of the voting power that they
possess with respect to their shares) will constitute a quorum.
The full text of the proposed resolutions, together with the
form of proxy card, for the meeting, may also be viewed (subject to
the effectiveness of Leap's Registration Statement referenced
below) beginning on or about Monday,
November 14, 2016, by contacting Mr. Shai Lankry, Macrocure's Chief Financial
Officer, from Sunday to Thursday (excluding holidays), between
10:00 a.m. to 5:00 p.m. (Israel time) at +972-3-923-5556.
Shareholders who are unable to attend the meeting in person will
be requested to complete, date and sign a form of proxy and return
it promptly in the pre-addressed envelope that will be provided, so
as to be received not later than 11:59 PM
EST on December 11, 2016. No
postage will be required if it is mailed in the United States to Macrocure's United States transfer agent, Continental
Stock Transfer & Trust Company. Shareholders who attend the
meeting in person may revoke their proxies and vote their ordinary
shares at the meeting.
If your ordinary shares in Macrocure are held in "street name"
(meaning held through a bank, broker or other nominee), you will be
able to either direct the record holder of your shares on how to
vote your shares (or else obtain a legal proxy from the record
holder to enable you to participate in and to vote your shares at
the meeting (or to appoint a proxy to do so).
If any of the dates set forth in this notice are modified,
Macrocure intends to issue a supplementary press release.
About Macrocure Ltd.
Macrocure Ltd. is a clinical-stage biotechnology company that
was focused on developing a novel therapeutic platform to address
chronic and hard-to-heal wounds. For more information, please visit
www.macrocure.com or please review the documents filed or furnished
by Macrocure with or to the SEC, as described under "Additional
Information and Where to Find It" below.
About Leap Therapeutics, Inc.
Leap Therapeutics is an immuno-oncology company with two
clinical stage programs. Leap's most advanced clinical candidate,
DKN-01, is a humanized monoclonal antibody targeting the Dickkopf-1
(DKK1) protein. DKN-01 is in clinical
trials in esophageal cancer and cholangiocarcinoma. Leap's second
clinical candidate, TRX518, is a novel, humanized GITR agonist
monoclonal antibody designed to enhance the immune system's
anti-tumor response. TRX518 is in clinical trials in patients with
advanced solid tumors. For more information about Leap
Therapeutics, please visit http://www.leaptx.com . Prior to
the shareholder meeting, Leap and Macrocure will be circulating,
together with Macrocure's proxy statement, the prospectus of Leap,
which, among other things, will contain detailed information about
Leap and its business. As discussed under "Additional
Information and Where to Find It" below, shareholders are urged to
read the prospectus in its entirety and carefully when received or
otherwise made available.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes forward-looking statements that are
not historical facts, such as statements regarding whether shares
of Leap will be listed for trading on NASDAQ, whether agenda items
at the special meeting will be approved, and assumptions and
results related to financial results, forecasts, clinical trials,
and regulatory authorizations. Words such as "will,"
"expect," "anticipate," "plan," "believe," "design," "may,"
"future," "estimate," "predict," "objective," "goal," or variations
thereof and variations of such words and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements are based on Macrocure's current
knowledge and its present beliefs and expectations regarding
possible future events and are subject to risks, uncertainties, and
assumptions. Actual results and the timing of events could differ
materially from those anticipated in these forward-looking
statements as a result of several factors including, but not
limited to, the expected timing and likelihood of completion of the
proposed merger, the occurrence of any event, change, or other
circumstance that could result in the termination of the merger
agreement or the anticipated financing, receipt and timing of any
required governmental or regulatory approvals relating to the
registration and listing of Leap's common stock or otherwise
relating to the merger, the anticipated amount needed to finance
the combined company's future operations, unexpected results of
clinical trials, delays or denial in regulatory approval process,
or additional competition in the market. The forward-looking
statements made herein speak only as of the date of this release
and Macrocure undertakes no obligation to update publicly such
forward-looking statements to reflect subsequent events or
circumstances, except as otherwise required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger or
otherwise. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
In connection with the meeting, Macrocure will send to its
shareholders of record a proxy statement describing the time and
place, and other logistical information related to the meeting, and
the proposals to be voted upon at the meeting, along with a proxy
card enabling them to submit their votes on those proposals. As
noted above, Macrocure's shareholders will also receive a copy of
Leap's prospectus, which describes Leap, its business, the merger,
the rights of Leap's shareholders, and related risks, among other
matters.
Macrocure will also be furnishing copies of the proxy
statement and form of proxy card to the SEC in a Report of Foreign
Private Issuer on Form 6-K, while Leap has filed its preliminary
prospectus with the SEC as part of its Registration Statement on
Form S-4 (SEC File No. 333-213794), and, when appropriate, will be
filing its definitive prospectus with the SEC.
This communication is not a substitution for the registration
statement, final prospectus, proxy statement, or any other
documents that Leap and Macrocure may file with the SEC or send to
shareholders in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROSPECTUS, THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO, OR TO BE FILED WITH
OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
LEAP, MACROCURE, AND THE PROPOSED MERGER. Investors and security
holders will be able to obtain free copies of the registration
statement, the prospectus, the proxy statement, and any other
documents filed by Leap and Macrocure with the SEC (when available)
at the SEC's website at www.sec.gov. Copies of documents filed by
Leap may be obtained for free by contacting Leap Investor Relations
by mail at Leap Therapeutics, Inc., 47 Thorndike Street, Suite
B1-1, Cambridge, MA 02141,
Attention: Investor Relations or by telephone at
(617)-714-0360. Copies of documents furnished by Macrocure
may be obtained for free by contacting Macrocure Investor Relations
by mail at Macrocure Ltd., 25 Hasivim Street, Kiryat Matalon, Petach Tikva 4959383,
Israel, Attention: Investor
Relations, by telephone at +(972)-54-565-6011, or by going to
Macrocure's Investor Relations page at
http://investor.macrocure.com/. The contents of Macrocure's website
are not deemed to be incorporated by reference into the
registration statement, the prospectus, or the proxy statement.
Macrocure Ltd. Contact
Shai
Lankry, Chief Financial Officer
Shai@macrocure.com
+972-54-565-6011
Leap Therapeutics, Inc. Contact
Douglas E. Onsi, Chief Financial Officer
donsi@leaptx.com
+1-617-714-0360
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SOURCE Macrocure Ltd.
