BOSTON, June 9, 2025
/PRNewswire/ -- Elevation Oncology, Inc. (Nasdaq: ELEV), an
innovative oncology company focused on the discovery and
development of selective cancer therapies to treat patients across
a range of solid tumors with significant unmet medical needs, today
announced that it has entered into a definitive merger agreement
(the "Merger Agreement") with Concentra Biosciences, LLC
("Concentra"), whereby Concentra will acquire Elevation Oncology
for $0.36 in cash per share of
Elevation Oncology common stock ("Common Stock"), plus one
non-tradeable contingent value right ("CVR"), which represents the
right to receive: (i) 100% of the closing net cash in excess of
$26.4 million; and (ii) 80% of any
net proceeds received within five years following closing from any
disposition of EO-1022 that occurs within one year following
closing, each pursuant to the contingent value rights agreement
(the "CVR Agreement").
The Elevation Oncology Board of Directors has unanimously
determined that the acquisition by Concentra is in the best
interests of all Elevation Oncology stockholders and has approved
the Merger Agreement and related transactions.
Pursuant and subject to the terms of the Merger Agreement, a
wholly owned subsidiary of Concentra will commence a tender offer
(the "Offer") by June 23, 2025 to
acquire all outstanding shares of Common Stock. Closing of the
Offer is subject to certain conditions, including the tender of
Common Stock representing at least a majority of the total number
of outstanding shares (including any shares held by Concentra), the
availability of at least $26.4
million of cash (net of transaction costs, contractual
payments to warrant holders and other liabilities at closing), and
other customary closing conditions. Elevation Oncology officers,
directors and their respective affiliates holding approximately
5.1% of Common Stock have signed tender and support agreements
under which such parties have agreed to tender their shares in the
Offer and support the merger transaction. The merger transaction is
expected to close in July 2025.
Advisors
Fenwick & West LLP is acting as legal counsel to Elevation
Oncology. Gibson, Dunn & Crutcher LLP is acting as legal
counsel to Concentra.
About Elevation Oncology, Inc.
Elevation Oncology is an innovative oncology company focused on
the discovery and development of selective cancer therapies to
treat patients across a range of solid tumors with significant
unmet medical needs. For more information, visit
www.ElevationOncology.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding Elevation
Oncology's beliefs and expectations and statements about the Offer,
the merger and related transactions contemplated by the Merger
Agreement and the CVR Agreement (the "Transactions"), the ability
to complete the transactions contemplated by the Merger Agreement,
including the ability to satisfy the conditions to the consummation
of the Offer contemplated thereby and the other conditions set
forth in the Merger Agreement, the timing of the Transactions, the
potential effects of the proposed Transactions on Elevation
Oncology and the potential payment of proceeds to Elevation
Oncology's stockholders, if any, pursuant to the CVR Agreement.
These statements may be identified by their use of forward-looking
terminology including, but not limited to, "anticipate," "believe,"
"continue," "could," "estimate," "expect," "goal," "intend," "may,"
"might," "plan," "potential," "predict," "project," "should,"
"target," "will," and "would," and similar words expressions are
intended to identify forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future
performance and involve risks and uncertainties that could cause
actual results to differ materially from those projected, expressed
or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to: the possibility that
various closing conditions set forth in the Merger Agreement may
not be satisfied or waived, including uncertainties as to the
percentage of Elevation Oncology's stockholders tendering their
shares in the Offer; the possibility that competing offers will be
made; the risk that the Transactions may not be completed in a
timely manner, or at all, which may adversely affect Elevation
Oncology's business and the price of its common stock; significant
costs associated with the proposed Transactions; the risk that any
stockholder litigation in connection with the Transactions may
result in significant costs of defense, indemnification and
liability; the risk that activities related to the CVR Agreement
may not result in any value to Elevation Oncology's stockholders;
and other risks and uncertainties discussed in Elevation Oncology's
most recent Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission ("SEC") on March 6, 2025 as well as in Elevation Oncology's
subsequent filings with the SEC. As a result of such risks and
uncertainties, Elevation Oncology's actual results may differ
materially from any future results, performance or achievements
discussed in or implied by the forward-looking statements contained
herein. There can be no assurance that the proposed Transactions
will in fact be consummated. Elevation Oncology cautions investors
not to unduly rely on any forward-looking statements.
The forward-looking statements contained in this press release
are made as of the date hereof, and Elevation Oncology undertakes
no obligation to update any forward-looking statements, whether as
a result of future events, new information or otherwise, except as
expressly required by law. All forward-looking statements in this
press release are qualified in their entirety by this cautionary
statement.
Additional Information and Where to Find It
The Offer described in this press release has not yet commenced,
and this press release is neither a recommendation, nor an offer to
purchase nor a solicitation of an offer to sell any shares of the
common stock of Elevation Oncology or any other securities, nor is
it a substitute for the tender offer materials that Concentra will
file with the SEC on commencement of the Offer. On the commencement
date of the Offer, Concentra will file with the SEC a tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, and Elevation Oncology will
file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9. The Offer to purchase the outstanding shares of
Common Stock will only be made pursuant to the offer to purchase,
the letter of transmittal and related documents filed as a part of
the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF
TRANSMITTAL AND RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing
such requests to the information agent for the Offer, which will be
named in the tender offer statement. Investors and security holders
may also obtain, at no charge, the documents filed or furnished to
the SEC by Elevation Oncology under the "SEC Filings" subsection of
Elevation Oncology's website at
https://investors.elevationoncology.com. The information contained
in, or that can be accessed through, Elevation Oncology's website
is not a part of, or incorporated by reference herein. In addition
to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Elevation Oncology files
annual, quarterly, and current reports, proxy statements and other
information with the SEC. You may read any reports, statements or
other information filed by Elevation Oncology with the SEC for free
on the SEC's website at www.sec.gov.
Elevation Oncology Investor and Media Contact
Tammy Furlong
Chief Financial Officer
tfurlong@elevationoncology.com
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SOURCE Elevation Oncology
