TIDMMPH
RNS Number : 0450T
Mereo BioPharma Group plc
15 March 2019
Mereo BioPharma Group plc
("Mereo" or the "Company" or the "Group")
Update on Proposed Combination of Mereo and OncoMed
London, 15 March 2019 - Mereo BioPharma Group plc (AIM: MPH), a
clinical stage, UK-based, biopharmaceutical company focused on rare
diseases, today provides an update on its proposed combination (the
"Proposed Transaction") with OncoMed Pharmaceuticals, Inc.
("OncoMed"), which it expects will close in Q2 2019.
Update on the Proposed Combination
Mereo notes the announcement by OncoMed today that it has
received irrevocable support agreements (the "Support Agreements")
to vote in favour of the resolutions to effect the Proposed
Transaction at the special meeting of OncoMed shareholders to be
called for such purpose from Biotechnology Value Fund, L.P.,
Biotechnology Value Fund II, L.P., MSI BVF SPV, L.L.C. and
Biotechnology Value Trading Fund OS L.P. which represent
approximately 10.45% of OncoMed's outstanding shares of common
stock.
In total, taken together with those Support Agreements described
in Mereo's announcement of 5 December 2018, OncoMed has now
received Support Agreements in respect of holdings representing
approximately 21.1% of OncoMed's outstanding shares of common
stock.
Mereo continues to make good progress towards the closing of the
Proposed Transaction, which is expected to occur in Q2 2019.
Oncomed Special Dividend
Mereo also notes the announcement by OncoMed today that the
OncoMed board of directors has declared a one-time special dividend
(the "Special Dividend") in the form of a contractual right to
receive certain contingent cash payments from OncoMed upon the
actual receipt by OncoMed or its affiliates of certain future
milestones or royalties from Celgene Corporation or its affiliates
("Celgene"), if Celgene determines to exercise its exclusive option
in relation to the licensing of OncoMed's etigilimab (anti-TIGIT)
product. All such contingent future payments, if any become
payable, will be made to OncoMed shareholders of record as of the
close of business on 5 April 2019 or their permitted transferees
pursuant to a contingent value rights agreement governing such
payments (the "OncoMed CVR Agreement"). The Special Dividend will
be distributed as of the close of business on 5 April 2019.
Mereo has consented to OncoMed's entry into the OncoMed CVR
Agreement and declaration of the Special Dividend. Neither the
OncoMed CVR Agreement nor the Special Dividend is conditional upon
the closing of the Proposed Transaction. The OncoMed CVR Agreement
is not expected to require revision to the terms of the existing
form of contingent value rights agreement relating to the
etigilimab product negotiated in connection with the Proposed
Transaction and announced previously.
About Mereo
Mereo is a biopharmaceutical company focused on the development
and commercialisation of innovative therapeutics that aim to
improve outcomes for patients with rare diseases. Mereo's strategy
is to selectively acquire product candidates that have already
received significant investment from pharmaceutical companies and
that have substantial preclinical, clinical and manufacturing data
packages. Each of Mereo's four product candidates has previously
generated positive clinical data for Mereo's target indication or
in a related indication. Since inception Mereo has commenced large,
randomised, placebo-controlled Phase 2 clinical trials for all four
of the product candidates:
-- BPS-804 for osteogenesis imperfecta (OI). The Company
recently announced completion of enrolment with 112 adult patients
in a Phase 2b dose ranging study with some initial data expected in
Q2 2019 and top-line dose ranging data in late 2019. A pediatric
Phase 3 study design has also been approved by the EMA. BPS-804 has
orphan designation in the US and EU and has been accepted into the
PRIME and Adaptive Pathways in EU;
-- MPH-966 for alpha-1 antitrypsin deficiency (AATD). The
Company recently announced first patient in in a Phase 2 dose
ranging study in the US with data expected in late 2019;
-- BCT-197 for acute exacerbations of COPD (AECOPD). The Company
announced positive Phase 2 data in May 2018; and
-- BGS-649 for hypogonadotropic hypogonadism (HH). The Company
announced positive top-line Phase 2b data in March 2018 and
positive results from the Phase 2b safety extension study in
December 2018.
For Further Enquiries:
Mereo +44 (0)333 023 7300
Denise Scots-Knight, Chief Executive Officer
Richard Jones, Chief Financial Officer
Evercore (Financial Adviser to Mereo) +44 (0)20 7653 6000
Julian Oakley
Tom Watson
Cantor Fitzgerald Europe (Nominated Adviser
and Joint Broker to Mereo) +44 (0)20 7894 7000
Phil Davies
Will Goode
RBC Capital Markets (Joint Broker to Mereo) +44 (0)20 7653 4000
Rupert Walford
Jamil Miah
FTI Consulting (Public Relations Adviser to
Mereo)
Simon Conway +44 (0)20 3727 1000
Brett Pollard
Burns McClellan (US Public Relations Adviser
to Mereo) +01 (0) 212 213 0006
Lisa Burns
Jill Steier
Important Notice
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser exclusively for Mereo and no one else
in connection with the Proposed Transaction and accordingly will
not be responsible to anyone other than Mereo in providing the
protections afforded to clients of Evercore nor for providing
advice in relation to the Proposed Transaction, the content of this
announcement or any matter referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statue or otherwise)
to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein or otherwise.
Save for the responsibilities and liabilities, if any, of
Evercore and Cantor Fitzgerald under the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder or
in respect of fraudulent misrepresentation, no representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by or on behalf of Evercore or Cantor Fitzgerald or by
their respective affiliates, agents, directors, officers and
employees as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
This announcement has been issued by and is the sole
responsibility of Mereo. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice. Subject to the AIM Rules, the UK
Disclosure Guidance and Transparency Rules and MAR, the issue of
this announcement shall not, under any circumstances, create any
implication that there has been no change in the affairs of Mereo
or OncoMed since the date of this announcement or that the
information in this announcement is correct as at any time
subsequent to the date of this announcement.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
announcement, or other information referred to herein, comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No statement in this announcement is intended to be a profit
forecast, and no statement in this announcement should be
interpreted to mean that earnings per share of Mereo for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of Mereo.
Forward-Looking Statements
This communication contains "forward-looking statements". All
statements other than statements of historical fact contained in
this report 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. 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 our current expectations,
beliefs and assumptions concerning future developments and business
conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include failure to
obtain applicable stockholder approvals in a timely manner or
otherwise; failure to satisfy other closing conditions to the
Proposed Transaction; failure to realise anticipated benefits of
the Proposed Transaction; risks relating to unanticipated costs,
liabilities or delays of the Proposed Transaction; failure or
delays in research and development programs; unanticipated changes
relating to competitive factors in the companies' industry; risks
relating to expectations regarding the capitalisation, resources
and ownership structure of the combined organisations; the
availability of sufficient resources for combined company
operations and to conduct or continue planned clinical development
programs; the outcome of any legal proceedings related to the
merger; risks related to the ability to correctly estimate
operating expenses and expenses associated with the merger; risks
related to the ability to project future cash utilisation and
reserves needed for contingent future liabilities and business
operations; risks related to the changes in market prices of the
shares of OncoMed's common stock or Mereo's ordinary shares
relative to the exchange ratio; ability to hire and retain key
personnel; the potential impact of announcement or consummation of
the Proposed Transaction on relationships with third parties;
changes in law or regulations affecting the companies;
international, national or local economic, social or political
conditions that could adversely affect the companies and their
business; conditions in the credit markets; risks associated with
assumptions the parties make in connection with the parties'
critical accounting estimates and other judgments.
All of our forward-looking statements involve risks and
uncertainties (some of which are significant or beyond our control)
and assumptions that could cause actual results to differ
materially from our historical experience and our present
expectations or projections. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect
the parties' businesses, including those described in OncoMed's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed from time to time by
OncoMed and Mereo with the SEC and those described in Mereo's
annual reports, relevant reports and other documents published from
time to time by Mereo. We wish to caution you not to place undue
reliance on any forward-looking statements, which speak only as of
the date hereof. We undertake 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.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
Proposed Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction, in each
case in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act and, if
applicable, European or UK, as appropriate, regulations. Subject to
certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or
by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Has Been and Will Be Filed with
the SEC
Mereo has filed with the SEC (1) a preliminary registration
statement on Form F-4 containing the proxy statement of OncoMed
that also constitutes a prospectus of Mereo (the "proxy
statement/prospectus") and (2) other documents concerning the
proposed combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, INCLUDING THE DEFINITIVE REGISTRATION STATEMENT
ON FORM F-4, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY
OTHER DOCUMENTS FILED BY EACH OF MEREO AND ONCOMED WITH THE SEC IN
CONNECTION WITH THE PROPOSED COMBINATION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MEREO, ONCOMED, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the
SEC by the parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC on Mereo's website at
https://www.mereobiopharma.com/investors-page/sec-filings/ (for
documents filed with the SEC by Mereo) or on OncoMed's website at
http://cms2.oncomed.com/investors/financial-information/sec-filings
(for documents filed with the SEC by OncoMed).
Participants in the Solicitation
Mereo, Oncomed and their respective directors, executive
officers and certain employees may be deemed to be participants in
the solicitation of proxies from the shareholders of Mereo (if
relevant) and the stockholders OncoMed, respectively in connection
with the proposed combination. Stockholders may obtain information
regarding the names, affiliations and interests of OncoMed's
directors and officers in OncoMed's Annual Report on Form 10-K for
the fiscal year ended December 31, 2018, which was filed with the
SEC on March 7, 2019, and its definitive proxy statement on
Schedule 14A for the 2018 annual meeting of stockholders, which was
filed with the SEC on April 27, 2018. To the extent the holdings of
OncoMed's securities by the Company's directors and executive
officers have changed since the amounts set forth in OncoMed's
proxy statement for its 2018 annual meeting of stockholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information regarding the
names, affiliations and interests of Mereo's directors and officers
is contained in Mereo's Annual Report for the fiscal year ended
December 31, 2017 and can be obtained free of charge from the
sources indicated above. Additional information regarding the
interests of such individuals in the proposed combination will be
included in the definitive proxy statement/prospectus relating to
the proposed combination when it is filed with the SEC. These
documents may be obtained free of charge from the SEC's website at
www.sec.gov, OncoMed's website at
http://cms2.oncomed.com/investors/financial-information/sec-filings
and Mereo's website at
https://www.mereobiopharma.com/investors-page/sec-filings/.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGGUPCWUPBGGA
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