Mereo BioPharma Group plc (AIM: MPH), a clinical stage, UK-based,
biopharmaceutical company focused on rare diseases, announces today
that stockholders of OncoMed (NASDAQ: OMED) have approved the
transactions contemplated by the merger agreement dated 5 December
2018 between Mereo, OncoMed and certain other parties thereto (the
"Merger Agreement"), pursuant to which OncoMed will become a
wholly-owned indirect subsidiary of Mereo (the "Merger"), at a
meeting of OncoMed's stockholders duly convened and held on 17
April 2019.
Following this affirmative vote of OncoMed
stockholders, the Merger is expected to occur and become fully
effective not later than the close of business in New York, USA on
23 April 2019.
In connection with the completion of the Merger,
it is expected that Mereo will issue 24,783,320 new ordinary shares
(representing approximately 25.8% of the enlarged issued share
capital of Mereo) to Citibank, N.A., London Branch, as custodian,
and will instruct Citibank, N.A., as depositary, to deliver
4,956,664 American Depositary Shares to former stockholders of
OncoMed. Admission to trading of the new ordinary shares on AIM and
of the American Depositary Receipts on the Nasdaq Global Market are
expected to occur on 24 April 2019.
About MereoMereo 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 substantial
preclinical, clinical and manufacturing data packages. Mereo's four
product candidates have previously generated positive clinical data
for Mereo's target indications or in related indications. Mereo has
commenced randomised, placebo-controlled Phase 2 clinical trials
for all four of the product candidates and recently completed two
of these.
- BPS-804 for osteogenesis imperfecta
(OI). In October 2018, the Company announced completion of
enrollment of 112 adult patients in a Phase 2b dose ranging study
with 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 U.S. and
the 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 dosing of the
first patient in a Phase 2 dose ranging study in the U.S. with data
expected in late 2019;
- BCT-197 for severe exacerbations of
COPD (AECOPD). The Company announced positive Phase 2 data in May
2018 and recently announced the positive outcome of the End of
Phase 2 Type B meeting with the FDA with an agreement in principle
on the primary and secondary end points for the pivotal Phase 3
clinical study design; 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 WalfordJamil
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
Each of Evercore Partners International LLP
("Evercore"), Cantor Fitzgerald Europe ("Cantor Fitzgerald") and
RBC Europe Limited ("RBC"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for Mereo and
no one else in connection with the Merger and accordingly will not
be responsible to anyone other than Mereo in providing the
protections afforded to clients of Evercore, Cantor Fitzgerald or
RBC (as applicable) nor for providing advice in relation to the
Merger, the content of this announcement or any matter referred to
herein. None of Evercore, Cantor Fitzgerald or RBC 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, Cantor Fitzgerald or RBC
(as applicable) in connection with this announcement, any statement
contained herein or otherwise.
Save for the responsibilities and liabilities,
if any, of Evercore, Cantor Fitzgerald and RBC 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, Cantor Fitzgerald or
RBC 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 Merger; failure to realise anticipated benefits
of the Merger; risks relating to unanticipated costs, liabilities
or delays of the Merger; 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 Merger 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 Merger 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 with
the SEC
Mereo has filed with the SEC (1) a 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 merger. 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 BY EACH OF
MEREO AND ONCOMED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MEREO, ONCOMED, THE MERGER AND RELATED
MATTERS. Investors and stockholders are 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 are
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 of OncoMed,
respectively, in connection with the proposed merger. 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 merger is included in the proxy
statement/prospectus 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/.
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