NEW YORK, MENLO PARK, Calif., LONDON, and
BASEL, Switzerland, May 3, 2021 /PRNewswire/ -- Roivant
Sciences, a biopharmaceutical and healthcare technology company,
and Montes Archimedes Acquisition Corp. (Nasdaq: MAAC), a special
purpose acquisition company sponsored by Patient Square Capital,
today announced that they have entered into a definitive business
combination agreement. Upon closing of the transaction, outstanding
shares and warrants of MAAC will be exchanged for newly issued
shares and warrants of Roivant Sciences, which is expected to be
listed on Nasdaq under the new ticker symbol "ROIV."
The transaction is expected to deliver up to $611 million of gross proceeds to fund discovery
and development programs. This includes up to $411 million currently held in MAAC's trust
account, as well as a concurrent $200
million common stock private investment in public equity
("PIPE") priced at $10.00 per share.
New institutional and strategic investors and existing Roivant
shareholders have committed to participate in the PIPE, including
Fidelity Management & Research Company LLC, Eventide Asset
Management, Suvretta Capital, Palantir Technologies, RTW
Investments, LP, Viking Global Investors, Sumitomo Dainippon
Pharma, and SB Management, a subsidiary of SoftBank Group Corp.
Proceeds are expected to extend the company's operating runway
through mid-2024.
Patient Square Capital and key Roivant equity holders and
management have agreed to long-term lockups, with at least 50% of
their holdings locked up for three years. In addition, Patient
Square Capital has agreed to convert an additional 30% of its
shares of MAAC to earn-out shares subject to performance vesting
thresholds: 20% of its shares will vest at $15.00 per share and 10% will vest at
$20.00 per share for 20 of 30 trading
days within five years of closing.
Jim Momtazee, Managing Partner of
Patient Square Capital, will join Roivant's board of directors.
Prior to founding Patient Square Capital, Mr. Momtazee was a
21-year veteran of KKR where he helped form its health care
investment team 20 years ago and ran that team for over a
decade.
"Roivant is at the cutting edge of using technology to discover
and develop transformative medicines for a wide range of serious
diseases, and in a very short time they have established a
remarkable track record of building subsidiaries that have run
successful registrational clinical trials for approved medicines,"
said Mr. Momtazee. "I first met the company in 2015 and have
watched its growth over the last 6 years with admiration. Based on
our extensive due diligence spanning the last 5 months, I look
forward to a long-lasting partnership with one of the most exciting
and innovative companies in the life sciences industry."
Roivant will continue to operate under its current management
team led by Chief Executive Officer Matthew
Gline. Roivant founder Vivek
Ramaswamy will continue to serve as Executive Chairman.
"I look forward to the next chapter of Roivant's growth by
beginning our life as a public company with an exceptionally strong
and diverse base of long-term investors," said Mr. Gline. "We look
forward to continuing to deliver important medicines to patients
through our development engine and our rapidly growing drug
discovery capabilities spanning multiple therapeutic areas and
modalities."
The boards of directors of both Roivant and MAAC have
unanimously approved the proposed transaction. Completion of the
transaction, which is expected in the third quarter of 2021, is
subject to approval of MAAC shareholders and the satisfaction or
waiver of certain other customary closing conditions. A link to
investor presentation materials is included below.
Roivant Sciences Overview
Since its founding in 2014,
Roivant has put over 40 medicines into development across a wide
range of disease areas. Companies built by Roivant have conducted
eight consecutive positive Phase 3 studies with two FDA approvals
to date. Roivant is also a leader in computational drug discovery
through its combination of computational physics and machine
learning-based platforms for the in silico design of small
molecules. Roivant has over 800 employees across its family of
companies today.
Transaction Overview
In this all-primary transaction,
current holders of Roivant shares and equity awards will maintain
their existing equity interests in Roivant. Current shareholders
and warrant holders of MAAC will convert their shares and warrants
of MAAC into common shares and warrants of Roivant on a one-for-one
basis. Assuming a share price of $10.00 per share and no redemptions of MAAC
shares, Roivant is expected to have an initial market
capitalization of $7.3 billion
inclusive of its pro forma net cash balance of approximately
$2.3 billion.
Assuming no redemptions of MAAC shares, current shareholders of
Roivant will own approximately 92% of Roivant immediately
post-closing (including shares issued in connection with Roivant's
recent acquisition of Silicon Therapeutics and existing Roivant
shareholder participation in the PIPE).
The closing of this transaction is expected in the third quarter
of 2021 and is subject to the approval of MAAC's shareholders and
the satisfaction or waiver of certain other customary closing
conditions.
Additional information about the proposed transaction, including
a copy of the Business Combination Agreement and an investor
presentation, will be provided in a Current Report on Form 8-K to
be filed today by MAAC with the Securities and Exchange Commission
("SEC") and available at www.sec.gov.
Advisors
J.P. Morgan Securities LLC is serving as a
financial advisor and capital markets advisor to Roivant and as a
lead placement agent for the PIPE. SVB Leerink LLC is serving as a
capital markets advisor to Roivant and as a lead placement agent
for the PIPE. Goldman Sachs & Co. LLC is serving as a financial
advisor to Roivant. Cowen and Company, LLC is serving as a
financial advisor and capital markets advisor to Roivant. Citigroup
Global Markets Inc. is serving as a placement agent for the PIPE.
Truist Securities, Inc. is serving as a capital markets advisor to
Roivant and as a placement agent for the PIPE. Davis Polk & Wardwell LLP is acting as legal
counsel to Roivant. Kirkland & Ellis LLP is acting as legal
counsel to MAAC.
Presentation Details
A recording of investor
presentation materials is available on NetRoadshow:
NetRoadshow Login Details
URL: https://www.netroadshow.com
Entry Code: Rhine333
Direct Link: www.netroadshow.com/nrs/home/#!/?show=0543dd2c
About Roivant Sciences
Roivant's mission is to improve
the delivery of healthcare to patients by treating every
inefficiency as an opportunity. Roivant develops transformative
medicines faster by building technologies and developing talent in
creative ways, leveraging the Roivant platform to launch 'Vants' –
nimble and focused biopharmaceutical and health technology
companies. For more information, please
visit www.roivant.com.
About Patient Square Capital
Patient Square Capital is
a dedicated health care investment firm that partners with
best-in-class management teams whose products, services and
technologies improve health. We utilize our deep industry
expertise, our broad network of relationships and a true
partnership approach to make investments in companies that will
grow and thrive. Patient Square is purpose-built by a team of
industry-leading executives, differentiated by the depth of our
focus in health care, the breadth of our health care investing
experience, and the network we can activate to drive differentiated
outcomes. Most importantly, patients are squarely at the center of
all that we do. For more information visit
www.patientsquarecapital.com.
About Montes Archimedes Acquisition Corp.
Montes
Archimedes Acquisition Corp. (MAAC) is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses in the healthcare industry. MAAC is sponsored by Patient
Square Capital. For more information, please visit
www.montesarchimedesacquisitioncorp.com.
Important Information and Where to Find It
In
connection with the proposed transaction, Roivant will file a
registration statement on Form S-4 with the SEC that will include a
prospectus with respect to Roivant's securities to be issued in
connection with the proposed transaction and a proxy statement with
respect to the stockholder meeting of MAAC to vote on the proposed
transaction. Stockholders of MAAC and other interested persons are
encouraged to read, when available, the preliminary proxy
statement/prospectus as well as other documents to be filed with
the SEC because these documents will contain important information
about Roivant, MAAC and the proposed transaction. After the
registration statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to stockholders of MAAC as of a record date to be
established for voting on the proposed business combination. Once
available, stockholders of MAAC will also be able to obtain a copy
of the S-4, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request
to: Montes Archimedes Acquisition Corp., 724 Oak Grove Avenue,
Suite 130, Menlo Park, California.
The preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
MAAC, Roivant and
their respective directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
potential transaction described in this press release under the
rules of the SEC. Information about the directors and executive
officers of MAAC and their ownership is set forth in MAAC's filings
with the SEC, including its Form 10-K for the year ended
December 31, 2020 and subsequent
filings, including on Form 10-Q and Form 4, all of which are or
will be available free of charge at the SEC's website at
www.sec.gov or by directing a request to Montes Archimedes
Acquisition Corp., 724 Oak Grove Avenue, Suite 130, Menlo Park, California. Additional information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the MAAC stockholders in
connection with the potential transaction will be set forth in the
registration statement containing the preliminary proxy
statement/prospectus when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the potential
transaction and does not constitute an offer to sell or a
solicitation of an offer to buy any securities of MAAC or Roivant,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Special Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements that are based on
beliefs and assumptions and on information currently available. In
some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate,"
"predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar
expressions that are predictions or indicate future events or
prospects, although not all forward-looking statements contain
these words. Any statements that refer to expectations, projections
or other characterizations of future events or circumstances,
including strategies or plans as they relate to the proposed
business combination, are also forward-looking statements.
These statements involve risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although each of MAAC and Roivant believes that it has
a reasonable basis for each forward-looking statement contained in
this press release, each of MAAC and Roivant caution you that these
statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently
uncertain. In addition, there will be risks and uncertainties
described in the proxy statement/prospectus on Form S-4 relating to
the proposed business combination, which is expected to be filed by
Roivant with the SEC and other documents filed by MAAC or Roivant
from time to time with the SEC. These filings may identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements in
this press release include, but are not limited to, statements
regarding the proposed transaction, including the timing and
structure of the transaction, the proceeds of the transaction and
the benefits of the transaction. Neither MAAC nor Roivant can
assure you that the forward-looking statements in this press
release will prove to be accurate. These forward-looking statements
are subject to a number of risks and uncertainties, including,
among others, the ability to complete the business combination due
to the failure to obtain approval from MAAC's stockholders or
satisfy other closing conditions in the business combination
agreement, the occurrence of any event that could give rise to the
termination of the business combination agreement, the ability to
recognize the anticipated benefits of the business combination, the
amount of redemption requests made by MAAC's public stockholders,
costs related to the transaction, the impact of the global COVID-19
pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the
transaction, the outcome of any potential litigation, government or
regulatory proceedings, and other risks and uncertainties,
including those to be included under the heading "Risk Factors" in
the registration statement on Form S-4 to be filed by Roivant with
the SEC and those included under the heading "Risk Factors" in the
annual report on Form 10-K for year ended December 31, 2020 of MAAC and in its subsequent
quarterly reports on Form 10-Q and other filings with the SEC. In
light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a
representation or warranty by MAAC, Roivant, their respective
directors, officers or employees or any other person that MAAC and
Roivant will achieve their objectives and plans in any specified
time frame, or at all. The forward-looking statements in this press
release represent the views of MAAC and Roivant as of the date of
this press release. Subsequent events and developments may cause
that view to change. However, while MAAC and Roivant may elect to
update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
MAAC or Roivant as of any date subsequent to the date of this press
release.
Contacts:
Investors
Roivant Investor
Relations
ir@roivant.com
Media
Zach
Kouwe/Doug Allen
Dukas Linden Public Relations
(646) 808-3665
zkouwe@dlpr.com; doug@dlpr.com
Paul Davis
Roivant Sciences
paul.davis@roivant.com
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SOURCE Montes Archimedes Acquisition Corp.