Mereo BioPharma Announces Update on Distribution Related to Contingent Value Rights Following Recent Oncologie Licensing Agre...
February 12 2020 - 8:00AM
Mereo BioPharma Group plc (NASDAQ: MREO, AIM: MPH), "Mereo" or the
"Company," today announced that it is distributing approximately
1.2 cents cash per Contingent Value Right (“CVR”), a total of
approximately $463,748, related to the $4 million upfront milestone
payment from the global license agreement with Oncologie, Inc.
(after deduction of costs, charges and expenditures) for the
development and commercialization of navicixizumab (the “License
Agreement”), completed on January 13, 2020. The distribution will
be made by Computershare Inc. to holders of the CVRs by March 17,
2020 in accordance with the terms and conditions of the Contingent
Value Rights Agreement for former stockholders of OncoMed
Pharmaceuticals, Inc. (“OncoMed”), dated April 23, 2019, by and
among Mereo and Computershare Inc., as rights agent, (the “Mereo
CVR Agreement”).
Holders of CVRs pursuant to the Mereo CVR
Agreement will be entitled to receive additional eligible cash
milestone payments made to Mereo under the License Agreement
relating to navicixizumab. Pursuant to the terms of the Mereo CVR
Agreement, if a milestone occurs prior to the fifth anniversary of
the closing of Mereo’s merger with OncoMed, then holders of CVRs
will be entitled to receive an amount in cash equal to 70% of the
aggregate principal amount received by Mereo after deduction of
costs, charges and expenditures set out in detail in the Mereo CVR
Agreement. Such milestone payments are also subject to a cash
consideration cap, pursuant to which the aggregate principal amount
of all cash payments made to holders of CVRs under the Mereo CVR
Agreement shall in no case exceed $79.7 million.
For further details of the Mereo CVR Agreement,
please refer to the Company’s April 2019 Form 20-F Filing with the
U.S. Securities and Exchange Commission.
About Mereo BioPharmaMereo
BioPharma is a biopharmaceutical company focused on the development
and commercialization of innovative therapeutics that aim to
improve outcomes for patients with rare diseases. Mereo's strategy
is to selectively acquire product candidates for rare diseases that
have already received significant investment from pharmaceutical
and large biotechnology companies and that have substantial
preclinical, clinical and manufacturing data packages. Mereo’s lead
rare disease product candidate, setrusumab, has completed a Phase
2b dose ranging study in adult patients with osteogenesis
imperfecta (“OI”). Mereo’s second lead product candidate,
alvelestat, is being investigated in a Phase 2 proof-of-concept
clinical trial in patients with alpha-1 antitrypsin deficiency
(“AATD”). Mereo’s broader pipeline consists of four additional
clinical-stage product candidates; acumapimod for the treatment of
acute exacerbations of chronic obstructive pulmonary disease
(“AECOPD”), leflutrozole for the treatment of hypogonadotropic
hypogonadism (“HH”) in obese men, and etigilimab for patients with
advanced or metastatic solid tumors.
Forward-Looking StatementsThis
Announcement contains “forward-looking statements.” All statements
other than statements of historical fact contained in this
Announcement are forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the United States
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements usually relate to future events and
anticipated revenues, earnings, cash flows or other aspects of our
operations or operating results, including the prospects for future
payments, if any, to be made by Mereo to Holders of CVRs pursuant
to the Mereo CVR Agreement. Forward-looking statements are often
identified by the words “believe,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,”
“outlook” and similar expressions, including the negative thereof.
The absence of these words, however, does not mean that the
statements are not forward-looking. These forward-looking
statements are based on the Company’s current expectations, beliefs
and assumptions concerning future developments and business
conditions and their potential effect on the Company. While
management believes that these forward-looking statements are
reasonable as and when made, there can be no assurance that future
developments affecting the Company will be those that it
anticipates.
Factors that could cause actual results to
differ materially from those in the forward-looking statements
include risks relating to unanticipated costs, liabilities or
delays; failure or delays in research and development programs,
including expected timing of topline data for the Phase 2
proof-of-concept clinical trial evaluating the Company’s second
lead product candidate, alvelestat, in patients with alpha-1
antitrypsin deficiency; the safety and efficacy of the Company’s
product candidates and the likelihood of clinical data to be
positive and of such product candidates to be approved by the
applicable regulatory authorities; unanticipated changes relating
to competitive factors in the Company’s industry; the prospects for
future payments, if any, to Holders of CVRs pursuant to the Mereo
CVR Agreement; risks relating to the Company’s capitalization,
resources and ownership structure, including as a result of
circumstances affecting the Company’s former principal shareholder;
the availability of sufficient resources for company operations and
to conduct or continue planned clinical development programs,
including the Company’s ability to continue as a going concern;
changes in law or regulations affecting the Company.
All of the Company’s forward-looking statements
involve known and unknown risks and uncertainties (some of which
are significant or beyond its control) and assumptions that could
cause actual results to differ materially from the Company’s
historical experience and its present expectations or projections.
The foregoing factors and the other risks and uncertainties that
affect the Company’s business, including those described in its
Annual Report on Form 20-F, Reports on Form 6-K and other documents
filed from time to time by the Company with the United States
Securities and Exchange Commission (the “SEC”) and those described
in other documents the Company may publish from time to time should
be carefully considered. The Company wishes to caution you not to
place undue reliance on any forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to
publicly update or revise any of our forward-looking statements
after the date they are made, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
Mereo BioPharma Contacts:
Mereo |
+44 (0)333 023 7300 |
Denise Scots-Knight, Chief
Executive Officer |
|
Richard Jones, Chief Financial
Officer |
|
|
|
Cantor Fitzgerald Europe
(Nominated Adviser and Broker to
Mereo) |
+44 (0)20 7894
7000 |
Phil Davies |
|
Will Goode |
|
|
|
Burns McClellan (US
Public Relations Adviser to Mereo) |
|
Lisa Burns |
+01 (0) 212 213
0006 |
Steve Klass |
|
|
|
FTI Consulting (UK Public
Relations Adviser to
Mereo) |
|
Simon Conway |
|
Ciara Martin |
+44 (0)20 3727
1000 |
|
|
Investors:investors@mereobiopharma.com
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