Proposed Business Combination Formally Lapsed

RNS Number : 0316V

Redx Pharma plc

03 April 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

REDX PHARMA PLC

("Redx" or the "Company")

Redx Confirms Proposed Business Combination with Jounce has Formally Lapsed

Alderley Park, UK, 3 April 2023 Redx (AIM:REDX), the clinical-stage biotechnology company focused on discovering and developing novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease announces that it has agreed with the Takeover Panel and Jounce Therapeutics, Inc. (NASDAQ: JNCE) ("Jounce") that Jounce shall be released from its obligations to proceed with the offer made pursuant to the announcement released on 23 February 2023 falling under Rule 2.7 of the Takeover Code (the "Offer") in respect of the proposed all-share merger transaction between Redx and Jounce (the "Business Combination"). As a result, the Offer will lapse.

This follows the earlier announcement by Redx on 27 March 2023 acknowledging the announcement by Jounce that it had entered into a definitive merger agreement to be acquired by Concentra Biosciences, LLC in an all-cash transaction. As a result, the board of directors of Jounce had therefore withdrawn its recommendation of the Business Combination and had notified Redx of the termination of the Co-operation Agreement between Redx and Jounce in respect of the Business Combination.  

Lisa Anson, Chief Executive Officer of Redx said: " Although it is clearly disappointing that the Business Combination with Jounce will not proceed, Redx continues to demonstrate strong momentum in its pipeline, and we are poised to achieve significant value inflection points from both clinical stage assets and development candidates in the next 12 months. The Board continually evaluates relevant strategic and financial opportunities for the Company, and we will continue to do so in the best interests of our shareholders ."

The board of directors of Redx (the "Board") continues to believe in the prospects of Redx and its ability to drive progression of its portfolio. With an experienced management team, a differentiated portfolio of best-in-class, or first-in-class clinical assets and industry leading R&D capabilities, Redx is well-positioned to achieve its near-term milestones and create long-term shareholder value. Redx continues to demonstrate momentum in progressing its pipeline and the strength of its R&D capabilities- underscored earlier this year by the FDA approval of pirtobrutinib (Jaypirca™, Eli Lilly), a drug originally discovered and developed by Redx. Recruitment into Redx's RXC007 Phase 2a clinical trial in Idiopathic Pulmonary Fibrosis (IPF), is progressing well and the study remains on track to provide topline data in Q1 2024. RXC007, the Company's lead asset, is a next-generation selective Rho Associated Coiled-Coil Containing Protein Kinase 2 (ROCK2) inhibitor. RXC007 has also demonstrated proof-of-concept in several immune-mediated preclinical models which supports the further development of RXC007 in a number of additional fibrotic diseases. Encouraging data from an ongoing collaboration with the Garvan Institute of Medical Research has also shown the potential of Redx's ROCK2 inhibitors in cancer-associated fibrosis, such as that seen in pancreatic cancer. Redx has expanded its ROCK portfolio with RXC008, a GI-targeted ROCK inhibitor and potential first-in-class treatment for fibrostenotic Crohn's disease, which is progressing towards a Clinical Trial Authorisation (CTA) submission in 2023. In Redx's oncology pipeline, RXC004, a porcupine inhibitor, is currently progressing through multiple Phase 2 studies in combination with anti-PD-1 therapies in hard-to-treat Wnt-ligand dependent solid tumours , with data expected from these studies by the end of 2023.

Further Information on Why the Offer Will Lapse

The Business Combination was conditional on satisfaction or waiver of the Conditions, including the approval of the issuance of the New Shares by Jounce Shareholders. Following the decision of the board of directors of Jounce to withdraw its recommendation of the Business Combination, Redx believes that there is now no realistic prospect that this Condition will be satisfied. As a result, the Board believes that it is in the best interests of Redx Shareholders, employees, patients and other stakeholders for the situation to be resolved as quickly as possible.

Accordingly, the Board has agreed with the Takeover Panel and Jounce that Jounce shall be released from its obligations under Rule 2.7(b) and Rule 24.1 of the Takeover Code to proceed with the Offer. The Board has withdrawn its recommendation of the Business Combination and will not proceed with the Scheme. As a result, the Takeover Panel has confirmed that the Offer has lapsed and the offer period will now end, and that Jounce will be subject to Rule 35.1 of the Takeover Code from the publication of this announcement. Pursuant to Rule 35.1 of the Takeover Code, Jounce is prohibited from, amongst other things, making any offer for Redx without the consent of the Takeover Panel for a period of 12 months from today's date.

Defined terms have the meaning given to them in the Rule 2.7   announcement.

The person responsible for the release of this announcement on behalf of the Company is Claire Solk, Company Secretary.

For further information, please contact:
Redx Pharma Plc	T: [phone]
UK Headquarters
Caitlin Pearson Head of Communications
[e-mail]
Lisa Anson, Chief Executive Officer
US Office
Peter Collum, Chief Financial Officer
Centerview Partners UK LLP (Financial Adviser to Redx)	T: [phone]
Richard Girling/ Hadleigh Beals/ Alex Elias
SPARK Advisory Partners (Nominated Adviser)	T: [phone]
Matt Davis/ Adam Dawes
WG Partners LLP (Joint Broker)	T: [phone]
David Wilson/ Claes Spång/ Sateesh Nadarajah
Panmure Gordon (UK) Limited (Joint Broker)	T: [phone]
Rupert Dearden/ Freddy Crossley/ Emma Earl
FTI Consulting (Financial Communications Adviser)	T: [phone]
Simon Conway/ Ciara Martin

About Redx Pharma Plc

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease and the emerging area of cancer-associated fibrosis, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. The Company's lead fibrosis product candidate, the selective ROCK2 inhibitor RXC007, is in development for interstitial lung disease and commenced a Phase 2a trial for idiopathic pulmonary fibrosis (IPF) in October 2022, with topline data expected in Q1 2024. Redx's lead oncology product candidate, the Porcupine inhibitor RXC004, being developed as a targeted treatment for Wnt-ligand dependent cancers, is expected to report combination with anti-PD-1 Phase 2 data by the end of 2023. Redx's third drug candidate, RXC008, a GI-targeted ROCK inhibitor for the treatment of fibrostenotic Crohn's disease, is progressing towards a CTA/IND application in 2023. 

The Company has a strong track record of discovering new drug candidates through its core strengths in medicinal chemistry and translational science, enabling the Company to discover and develop differentiated therapeutics against biologically or clinically validated targets. The Company's accomplishments are evidenced not only by its two wholly-owned clinical-stage product candidates and rapidly expanding pipeline, but also by its strategic transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a non-covalent (reversible) BTK inhibitor now approved by the US FDA for adult patients with mantle cell lymphoma previously treated with a covalent BTK inhibitor, and AZD5055/RXC006, a Porcupine inhibitor targeting fibrotic diseases including IPF, which AstraZeneca is progressing in a Phase 1 clinical study. In addition, Redx has forged collaborations with Jazz Pharmaceuticals, which includes JZP815, a pan-RAF inhibitor developed by Redx which Jazz is now progressing through Phase 1 clinical studies, and an early stage oncology research collaboration. 

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A copy of this announcement will be available at https://www.redxpharma.com/investor-centre/regulatory-news/ The content of this website is not incorporated into and does not form part of this announcement.

Important Notices

Centerview Partners UK LLP ("Centerview"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Redx and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Centerview nor any of its affiliates, nor any of Centerview's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this announcement, any statement contained herein, the matters referred to in this announcement or otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser to Redx and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the matters referred to in this announcement. Neither SPARK nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of SPARK in connection with this announcement, any statement contained herein, the matters referred to in this announcement or otherwise.

WG Partners LLP ("WG Partners"), which is authorised and regulated in the United Kingdom by the FCA is acting as Corporate Broker to Redx and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the matters referred to in this announcement. Neither WG Partners nor any of its affiliates, members, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of WG Partners in connection with this announcement, any statement contained herein, the matters referred to in this announcement or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the FCA in the United Kingdom is acting as Corporate Broker to Redx and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the matters referred to in this announcement. Neither Panmure Gordon nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein, the matters referred to in this announcement or otherwise.

 

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