NEW YORK, Oct. 21, 2020 /PRNewswire/ -- Nuvation Bio
Inc., a biopharmaceutical company focused on revolutionizing cancer
treatment by discovering, developing and delivering therapies that
tackle some of the greatest needs in oncology, and Panacea
Acquisition Corp. (NYSE: PANA), a special purpose acquisition
company (SPAC) sponsored by EcoR1 Capital, today announced they
have entered into a definitive business combination agreement. Upon
closing of the transaction, Panacea will be renamed Nuvation Bio
Inc. (the Combined Company); its common stock is expected to remain
listed on the New York Stock Exchange (NYSE) under the new ticker
symbol "NUVB."
"Nuvation Bio is developing novel oncology therapeutic agents
for some of the most difficult-to-treat cancers, specifically
targeting indications for which conventional therapies have failed.
To that end, we have created a deep portfolio of six
promising oncology therapeutic candidates that target some of
the most critical pathways that cancer cells use to grow. We have
demonstrated, in preclinical studies, the potential of those
candidates to significantly improve outcomes over current standards
of care," said David Hung,
M.D., founder and chief executive officer of Nuvation Bio. "Our
goal is to develop new generations of oncology medicines that will
meaningfully improve patient lives by addressing drug resistance or
limited efficacy of current therapies, while reducing side effects
and preserving quality of life for cancer patients. The large
financing that we will secure with this SPAC merger provides us
with the capital we need to advance that goal."
In addition to the approximately $144
million held in Panacea's trust (assuming no redemptions), a
group of premier healthcare investors has committed to participate
in concurrent equity financings totaling slightly more than
$500 million at $10 per share. Investors include lead investor
EcoR1 Capital, an existing Nuvation Bio shareholder that has
committed to invest $50 million,
including its $25 million forward
purchase agreement, as well as new investors 683 Capital, Ally
Bridge Group, Avidity Partners, Deerfield Management Company,
Irving Investors, Monashee Investment Management LLC, OrbiMed,
Wellington Management, and other existing Nuvation Bio shareholders
including The Baupost Group, Boxer Capital of the Tavistock Group,
Fidelity Management & Research Company, LLC, Omega Funds,
Perceptive Advisors, Redmile Group, and Surveyor Capital (a Citadel
Company).
The Combined Company is expected to have cash resources of more
than $850 million at the closing of
the transaction (assuming no redemptions) and will continue to
operate under the Nuvation Bio executive team, led by Dr. Hung. The
Boards of Directors of both Panacea and Nuvation Bio have approved
the proposed transaction. Completion of the transaction, which is
expected in the first quarter of 2021, is subject to approval of
both companies' shareholders and the satisfaction or waiver of
certain other customary closing conditions, including expiration of
the Hart-Scott-Rodino Act waiting period.
"We formed Panacea to partner with a company that had an
exceptional management team, a deep pipeline, and a platform
technology that could enable success to be replicated over and
over, and that is exactly what we saw in Nuvation Bio," said
Oleg Nodelman, chief executive
officer of Panacea. "Nuvation Bio is led by a proven
entrepreneurial CEO who was responsible for developing and
commercializing one of the most successful prostate cancer
medicines, each of its early-stage programs is designed to target
multiple cancers, and all of its planned therapies are based on
validated targets that are biologically active. We believe Nuvation
Bio has what it takes to develop multiple successful oncology
medicines that will provide true medical innovation for
patients."
Nuvation Bio will use the proceeds of the business combination
and concurrent equity financings, together with its existing cash
resources, to advance into clinical development up to six compounds
that have resulted from its drug discovery and development
programs. These programs include a cyclin-dependent kinase (CDK)
inhibitor program, a BET inhibitor program, a WEE1 inhibitor
program, an adenosine A2A receptor inhibitor program, and a
drug-drug conjugate (DDC) platform that to date has yielded
investigational compounds targeting hormone-driven cancers, such as
prostate, breast and ovarian cancers. The U.S. Food and Drug
Administration (FDA) recently accepted Nuvation Bio's first
Investigational New Drug (IND) application, and Nuvation Bio plans
to initiate enrollment in a Phase 1/2 study of its lead
investigational compound, NUV-422, a CDK2/4/6 inhibitor, in
patients with high-grade gliomas, including glioblastoma multiforme
(GBM), by the first quarter of 2021. Nuvation Bio anticipates
submitting up to five additional INDs by 2026 for therapies
targeting some of the most difficult-to-treat solid tumors and
hematologic cancers.
Founded in 2018, Nuvation Bio has assembled strong management
and scientific teams led by Dr. Hung, an oncologist and biopharma
industry veteran. Dr. Hung previously founded Medivation, Inc.,
which developed XTANDI® (enzalutamide), one of the
world's leading prostate cancer medicines, and talazoparib (now
marketed as TALZENNA®), a novel PARP inhibitor for the
treatment of breast cancer. Medivation was acquired by Pfizer in
2016 for $14.3 billion in an all-cash
deal.
The team that discovered and developed Nuvation Bio's compounds
includes chemists who worked at Medivation and took XTANDI from
first in vitro laboratory experiment to FDA approval in seven years
– one of the fastest development timelines in pharmaceutical
history. In addition to Medivation, Nuvation Bio's management team
comprises biopharma industry veterans who have contributed to drug
discovery, development and commercialization at a number of other
biopharmaceutical companies, including Clovis Oncology, Eli Lilly,
Johnson & Johnson, Millennium Pharmaceuticals, Radius Health
and Roche. Dr. Hung, together with the team of chemists from
Medivation, invented all of the programs in Nuvation Bio's current
pipeline, which are wholly owned and controlled by Nuvation
Bio.
The Combined Company's Board of Directors is expected to consist
of one director designated by Panacea plus existing Nuvation Bio
directors Daniel Welch (Chair),
Robert Bazemore, Kim Blickenstaff, Kathryn Falberg, David
Hung, M.D., and W. Anthony
Vernon. Michelle Doig of
Omega Funds will remain on the Board during a transition to be
completed by June 1, 2021.
Summary of Transaction
Current Nuvation Bio
shareholders and option holders are converting 100% of their vested
equity interests into a total of 150 million shares or equivalent
options of the Combined Company. Current shareholders of Panacea
are retaining their shares of common stock and warrants of Panacea,
which will become common stock and warrants of the Combined Company
on a one-for-one basis.
Additional information about the transaction will be provided in
a Current Report on Form 8-K that will contain an investor
presentation to be filed by Panacea with the Securities and
Exchange Commission (SEC) and will be available at www.sec.gov. In
addition, Panacea intends to file a registration statement on Form
S-4 with the SEC, which will include a proxy statement/ prospectus,
and will file other documents regarding the proposed transaction
with the SEC.
Advisors
Jefferies is acting as lead capital markets
and financial advisor to Nuvation Bio. BMO Capital Markets, BTIG,
RBC Capital Markets and Wedbush PacGrow are also acting as advisors
to Nuvation Bio. Cooley is acting as legal counsel to Nuvation
Bio.
Cowen is acting as financial advisor to Panacea and private
placement agent. Skadden Arps Slate Meagher & Flom is acting as
legal counsel to Panacea.
Investor Webcast Information
In connection with this
announcement, Nuvation Bio and Panacea will host a webcast today,
Wednesday, October 21, at
8:30 a.m. ET. To access a live or
recorded webcast of the call, please visit:
https://event.webcasts.com/starthere.jsp?ei=1390835&tp_key=741c4475ac.
The recorded webcast will be available at www.NuvationBio.com and
panacea.ecor1cap.com for approximately 30 days following the
call.
About Panacea
Panacea is a blank check company formed
for the purpose of effecting a business combination with one or
more businesses with a focus on the biotechnology sector. Panacea
is led by Chairman Dan Bradbury,
Chief Executive Officer Oleg
Nodelman, Chief Financial Officer Scott Perlen, Chief Operating Officer
Scott Platshon, and Chief Investment
Officer Caroline Stout.
About EcoR1 Capital
EcoR1 Capital LLC is a fundamental
biotechnology-focused investment advisory firm. Based in
San Francisco, EcoR1 evaluates and
selects extraordinary biotechnology companies that are pursuing the
highest quality science and demonstrate strong business
fundamentals. Like the EcoR1 restriction enzyme which helped to
transform the biomedical field, EcoR1 seeks to help move medical
research forward through investments into compelling biotech
companies that are developing promising new solutions for untreated
diseases. For more information, visit https://ecor1cap.com/.
About Nuvation Bio
Nuvation Bio is a biopharmaceutical
company focused on revolutionizing cancer treatment by discovering,
developing and delivering therapies that tackle some of the
greatest needs in oncology. Nuvation Bio's proprietary portfolio
includes six novel and mechanistically distinct oncology
therapeutic product candidates, each targeting some of the most
difficult-to-treat types of cancer. Nuvation Bio was founded in
2018 by biopharma industry veteran David
Hung, M.D., who previously founded Medivation, Inc., which
brought to patients one of the world's leading prostate cancer
medicines. Nuvation Bio has offices in New York and San
Francisco. For more information, please visit
www.nuvationbio.com.
Important Information and Where to Find It
This press
release relates to a proposed transaction between Nuvation Bio and
Panacea. This press release does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
transaction described herein, Panacea intends to file relevant
materials with the SEC, including a registration statement on Form
S-4, which will include a proxy statement/ prospectus. Promptly
after the registration statement is declared effective by the SEC,
Panacea will mail the definitive proxy statement/prospectus and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the transaction. Investors and security holders
of Panacea are urged to read these materials (including any
amendments or supplements thereto) and any other relevant documents
in connection with the transaction that Panacea will file with the
SEC when they become available because they will contain important
information about Panacea, Nuvation Bio and the transaction. The
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other relevant materials in connection
with the transaction (when they become available), and any other
documents filed by Panacea with the SEC, may be obtained free of
charge at the SEC's website (www.sec.gov). The documents filed by
Panacea with the SEC also may be obtained free of charge at
Panacea's website at panacea.ecor1cap.com or upon written request
to 357 Tehama Street, Floor 3, San
Francisco, CA 94103.
Participants in the Solicitation
Panacea, Nuvation Bio
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Panacea's
shareholders in connection with the proposed transaction.
Information about Panacea's directors and executive officers and
their ownership of Panacea's securities is set forth in Panacea's
Definitive Prospectus filed with the SEC on June 30, 2020. Additional information regarding
the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Non-Solicitation
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 potential
transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Panacea, the
Combined Company or Nuvation Bio, 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.
Forward-Looking Statements
Certain statements
included in this press release that are not historical facts are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are sometimes
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook"
and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding Nuvation Bio's business strategy, cash
resources, current and prospective product candidates, planned
clinical trials and preclinical activities and potential product
approvals, as well as the potential for market acceptance of any
approved products and the related market opportunity. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of the respective management teams of Nuvation Bio and Panacea and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Nuvation Bio and Panacea. These forward-looking
statements are subject to a number of risks and uncertainties,
including the risk that the potential product candidates that
Nuvation Bio develops may not progress through clinical development
or receive required regulatory approvals within expected timelines
or at all; the risk that clinical trials may not confirm any
safety, potency or other product characteristics described or
assumed in this press release; the risk that Nuvation Bio will be
unable to successfully market or gain market acceptance of its
product candidates; the risk that Nuvation Bio's product candidates
may not be beneficial to patients or successfully commercialized;
the risk that Nuvation Bio has overestimated the size of the target
patient population, their willingness to try new therapies and the
willingness of physicians to prescribe these therapies; the effects
of competition on Nuvation Bio's business; the risk that third
parties on which Nuvation Bio depends for laboratory, clinical
development, manufacturing and other critical services will fail to
perform satisfactorily; the risk that Nuvation Bio's business,
operations, clinical development plans and timelines, and supply
chain could be adversely affected by the effects of health
epidemics, including the ongoing COVID-19 pandemic; the risk that
Nuvation Bio will be unable to obtain and maintain sufficient
intellectual property protection for its investigational products
or will infringe the intellectual property protection of others;
the potential inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any 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 proposed business
combination or that the approval of the stockholders of Panacea or
Nuvation Bio is not obtained; the risk of failure to realize the
anticipated benefits of the proposed business combination; the
amount of redemption requests made by Panacea's stockholders, and
those factors discussed in Panacea's final prospectus dated
June 30, 2020, under the heading
"Risk Factors," and other documents Panacea has filed, or will
file, with the SEC, including a registration statement on Form S-4
that will include a proxy statement/prospectus. If any of these
risks materialize or Panacea's and Nuvation Bio's assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Panacea nor Nuvation Bio presently
know, or that Panacea or Nuvation Bio currently believe are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Panacea's and Nuvation Bio's
expectations, plans or forecasts of future events and views as of
the date of this press release. Panacea and Nuvation Bio anticipate
that subsequent events and developments will cause Panacea's and
Nuvation Bio's assessments to change. However, while Panacea and
Nuvation Bio may elect to update these forward-looking statements
at some point in the future, Panacea and Nuvation Bio specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Panacea's and Nuvation
Bio's assessments of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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SOURCE Nuvation Bio, Inc.; Panacea
