BOSTON, Oct. 7, 2022
/PRNewswire/ -- Stealth BioTherapeutics Corp (Nasdaq: MITO)
("Stealth" or the "Company"), a clinical-stage biotechnology
company focused on the discovery, development and commercialization
of novel therapies for diseases involving mitochondrial
dysfunction, announced today that it has called an extraordinary
general meeting of shareholders (the "EGM"), to be held at
9:30 a.m. (New York City time) on November 15, 2022, at Foley & Lardner LLP,
111 Huntington Ave Suite 2600, Boston,
MA 02199, to consider and vote on, among other matters, the
proposal to authorize and approve the previously announced
agreement and plan of merger, dated as of July 31, 2022 (the "Merger Agreement"), between
the Company and Stealth Parent Limited, an exempted company with
limited liability incorporated under the laws of the Cayman Islands ("Parent"), and Stealth Merger
Sub Limited, an exempted company with limited liability
incorporated under the laws of the Cayman
Islands and a wholly-owned subsidiary of Parent ("Merger
Sub"), and the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "Plan of Merger") and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company (the "Merger") with the Company being the surviving
company. If consummated, the Merger would result in the Company
becoming a privately-held, direct subsidiary of Parent and the
Company's American depositary shares (each representing twelve (12)
ordinary shares, par value US$0.0003
per share) (the "ADSs") would no longer be listed or traded on any
stock exchange, including the Nasdaq Global Market, and the
Company's ADS program would be terminated.
As previously disclosed, on July 31,
2022, the Company's board of directors (the "Board"), acting
upon the unanimous recommendation of a special committee of
independent and disinterested directors established by the Board,
(a) determined that the Merger Agreement, the Plan of Merger and
the transactions, including the Merger, on the terms and subject to
the conditions set forth in the Merger Agreement, are fair to, and
in the best interests of, the Company and its shareholders (other
than buyer group and their respective affiliates) and declared it
advisable for the Company to enter into the transactions, including
the Merger, (b) authorized and approved the execution, delivery and
performance of the Merger Agreement, the Plan of Merger, and the
consummation of the transactions, including the Merger and (c)
directed that the Merger Agreement, the Plan of Merger and the
transactions, including the Merger, be submitted to the
shareholders of the Company for authorization and approval by way
of special resolution.
The Company recommends that its shareholders and ADS holders
vote FOR, among other matters, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger.
Shareholders of record as of 4:30
p.m. (New York City time)
on October 7, 2022 will be entitled
to attend and vote at the EGM and any adjournment thereof. ADS
holders as of 4:30 p.m. (New York City time) on October 7, 2022 will be entitled to instruct
Citibank, N.A., in its capacity as the ADS depositary, to vote the
ordinary shares represented by their ADSs at the EGM.
Additional information regarding the EGM, the Merger Agreement
and the Plan of Merger can be found in the transaction statement on
Schedule 13E-3 and the definitive proxy statement attached as
Exhibit (a)(1) thereto, as amended, filed with the U.S. Securities
and Exchange Commission (the "SEC"), which can be obtained, along
with other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov). In addition, the Company's proxy
materials, including the definitive proxy statement, will be mailed
to the shareholders and ADS holders of the Company.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase, or the solicitation of an offer to
sell, any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Stealth
We are a clinical-stage biotechnology company focused on the
discovery, development, and commercialization of novel therapies
for diseases involving mitochondrial dysfunction. Mitochondria,
found in nearly every cell in the body, are the body's main source
of energy production and are critical for normal organ
function.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Such forward-looking statements include those regarding
Stealth BioTherapeutics' expectation for the holding of the EGM,
the proposals presented for approval and the approval and
performance of the Merger Agreement, the Plan of Merger, and the
consummation of the transactions, including the Merger,
contemplated thereby and the ability of the company to achieve its
drug discovery, development, and commercialization goals.
Statements that are not historical facts, including statements
about Stealth BioTherapeutics' beliefs, plans and expectations, are
forward-looking statements. The words "anticipate," " "expect,"
"hope," "plan," "potential," "possible," "will," "believe,"
"estimate," "intend," "may," "predict," "project," "would" and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Stealth BioTherapeutics may not actually
achieve the plans, intentions or expectations disclosed in these
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements as a result of known
and unknown risks, uncertainties and other important factors,
including: Stealth BioTherapeutics' ability to obtain additional
funding and to continue as a going concern; the impact of the
COVID-19 pandemic; the ability to successfully demonstrate the
efficacy and safety of Stealth BioTherapeutics' product candidates
and future product candidates; the preclinical and clinical results
for Stealth BioTherapeutics' product candidates, which may not
support further development and marketing approval; the potential
advantages of Stealth BioTherapeutics' product candidates; the
content and timing of decisions made by the FDA, the EMA or other
regulatory authorities, investigational review boards at clinical
trial sites and publication review bodies, which may affect the
initiation, timing and progress of preclinical studies and clinical
trials of Stealth BioTherapeutics product candidates; Stealth
BioTherapeutics' ability to obtain and maintain requisite
regulatory approvals and to enroll patients in its planned clinical
trials; unplanned cash requirements and expenditures; competitive
factors; Stealth BioTherapeutics' ability to obtain, maintain and
enforce patent and other intellectual property protection for any
product candidates it is developing; and general economic and
market conditions. These and other risks are described in greater
detail under the caption "Risk Factors" included in the Stealth
BioTherapeutics' most recent Annual Report on Form 20-F filed with
the Securities and Exchange Commission ("SEC"), as well as in any
future filings with the SEC. Forward-looking statements represent
management's current expectations and are inherently uncertain.
Except as required by law, Stealth BioTherapeutics does not
undertake any obligation to update forward-looking statements made
by us to reflect subsequent events or circumstances.
Contact
Kendall Investor Relations
Adam Bero, Ph.D.
abero@kendallir.com
IR@StealthBT.com
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SOURCE Stealth BioTherapeutics Inc.