As previously announced, on July 16, 2023, MediPacific Sub, Inc.
(“Purchaser”) and MediPacific, Inc. (“Parent”), affiliates of
Foresite Capital, entered into a definitive agreement and plan of
merger (the “Merger Agreement”) with Pardes Biosciences, Inc.
(Nasdaq: PRDS) (“Pardes”) whereby Purchaser agreed to acquire,
subject to the terms of the Merger Agreement, Pardes for a price
per share in cash, plus a non-tradeable contingent value right (the
“CVR”) associated with any future monetization of Pardes’ COVID-19
antiviral portfolio and related intellectual property. Pursuant to
the Merger Agreement, on July 28, 2023, Purchaser and Parent
commenced a tender offer for any or all of Pardes’ outstanding
shares of common stock (the “Offer”). The
total cash amount that Purchaser will pay pursuant to the terms of
the Offer is $2.13 per share (excluding any amount which may or may
not be payable pursuant to the CVR). As a result, Pardes
stockholders that tender their shares in the Offer will receive (i)
$2.13 per share and (ii) one non-transferable CVR per share in
accordance with the terms of the Offer.
Pursuant to the terms of the Merger Agreement, the Offer and
related withdrawal rights will expire at one minute past 11:59 p.m.
Eastern Time on August 30, 2023, unless the expiration date is
further extended in accordance with the terms of the Merger
Agreement.
Continental Stock Transfer & Trust Company, the depositary
for the Offer, has advised Parent and Purchaser that as of 5:00
p.m., Eastern Time, on August 25, 2023, the last business day prior
to this announcement, 8,162,903 shares of Pardes’ common stock,
representing approximately 13.2% of the outstanding shares of
Pardes common stock, have been validly tendered pursuant to the
Offer and not properly withdrawn.
The closing of the Offer is subject to certain conditions,
including the tender of Pardes shares representing at least a
majority of the total number of outstanding shares not held by
affiliates of Purchaser as of immediately following the
consummation of the Offer; Pardes having at least $125 million of
closing net cash; and other customary conditions. Immediately
following the closing of the Offer, Pardes will merge with
Purchaser, and all remaining shares not tendered in the Offer,
other than dissenting shares and shares held by Purchaser or
Pardes, will be converted into the right to receive the same cash
and CVR consideration per share as is provided in the Offer. The
acquisition is expected to close in the third quarter of 2023.
Cautionary Notice Regarding Forward-Looking
Statements
This communication contains “forward-looking statements”
relating to the proposed acquisition of Pardes by Purchaser. Such
forward-looking statements include, but are not limited to, the
ability of Purchaser and Pardes to complete the transactions
contemplated by the Merger Agreement, including the parties’
ability to satisfy the conditions to the consummation of the Offer
contemplated thereby and the other conditions set forth in the
Merger Agreement, statements about the expected timetable for
completing the transactions, the potential effects of the
acquisition on both Purchaser and Pardes, the possibility that the
conditions to payments under the CVRs will be met and the
possibility of any termination of the Merger Agreement. In some
cases, forward-looking statements may be identified by terminology
such as “believe,” “may,” “will,” “should,” “predict,” “goal,”
“strategy,” “potentially,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and
similar expressions and variations thereof. These words are
intended to identify forward-looking statements. Purchaser has
based these forward-looking statements on current expectations and
projections about future events, but there can be no guarantee that
such expectations and projections will prove accurate in the
future.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. Actual
results may differ materially from current expectations because of
risks associated with uncertainties as to the timing of the Offer
and the subsequent merger; uncertainties as to how many of Pardes’
stockholders unaffiliated with Purchaser will tender their shares
in the Offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the merger and the Offer contemplated thereby
may not be satisfied or waived; the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Merger Agreement, including in circumstances which would
require Pardes to pay a termination fee; the effects of disruption
from the transactions contemplated by the Merger Agreement; and the
risk that stockholder litigation in connection with the Offer or
the merger may result in significant costs of defense,
indemnification and liability. Although Purchaser believes that the
expectations reflected in such forward-looking statements are
reasonable, it cannot guarantee future events, results, actions,
levels of activity, performance or achievements, business and
market conditions, the timing and results of any developments and
whether the conditions to the closing of the proposed transaction
are satisfied on the expected timetable or at all. Undue reliance
should not be placed on these forward-looking statements, which
speak only as of the date they are made. Purchaser undertakes no
obligation to publicly release any revisions to the forward-looking
statements after the date hereof to conform these statements to
actual results or revised expectations.
Additional Information and Where to Find It
This communication is for informational purposes only, is not a
recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell shares of common stock of Pardes
or any other securities. This communication is also not a
substitute for the Offer materials that Purchaser has filed with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the Offer. On August 17, 2023, Purchaser filed with
the SEC an amended and restated Tender Offer Statement on Schedule
TO-T and a Transaction Statement on Schedule 13E-3 (together, as
supplemented through the date hereof, the “Tender Offer
Statement”), and Pardes filed with the SEC an amended and restated
Solicitation/Recommendation Statement on Schedule 14D-9 (as
supplemented through the date hereof, the
“Solicitation/Recommendation Statement”) and amended and restated
Schedule 13E-3 (as supplemented through the date hereof, the
“Schedule 13E-3”).
PARDES’ STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Pardes’ stockholders and other investors can obtain the Tender
Offer Statement, the Solicitation/Recommendation Statement, the
Schedule 13E-3 and other filed documents for free at the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC
by Pardes are available free of charge on the Investors page of
Pardes’ website, www.pardesbio.com, or by contacting Pardes at
ir@pardesbio.com. In addition, Pardes’ stockholders may obtain free
copies of the Offer materials by contacting Innisfree M&A
Incorporated, the information agent for the Offer. You may call
Innisfree M&A Incorporated toll-free at (877) 800-5190. Banks
and brokers may call collect at (212) 750-5833.
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version on businesswire.com: https://www.businesswire.com/news/home/20230828141123/en/
Cindy Mesaros press@foresitecapital.com
Pardes Biosciences (NASDAQ:PRDS)
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