Pardes Biosciences Announces Closing of Tender Offer
2023年8月31日 - 9:15PM
Pardes Biosciences, Inc. (Nasdaq: PRDS) (Pardes or the Company)
today announced that MediPacific, Inc. (MediPacific), an affiliate
of Foresite Capital, through its wholly owned subsidiary
MediPacific Sub, Inc. (Merger Sub), has successfully completed the
previously announced tender offer to acquire all of Pardes’
outstanding shares of common stock for a per share price of (i)
$2.13 in cash (the Cash Amount), plus (ii) a non-tradeable
contingent value right (each, a CVR and each CVR together with the
Cash Amount, the Offer Price) associated with any future
monetization of its COVID-19 antiviral portfolio and related
intellectual property.
The tender offer and related withdrawal rights
expired at one minute after 11:59 p.m. Eastern Time on August 30,
2023 (the Expiration Date). As of the Expiration Date, a total of
37,836,066 shares of Pardes common stock were validly tendered, and
not validly withdrawn, representing approximately 60.9% of the
outstanding shares of Pardes common stock as of the Expiration
Date. As of the Expiration Date, the number of shares validly
tendered in accordance with the terms of the tender offer and not
validly withdrawn satisfied the minimum tender condition, and all
other conditions to the offer were satisfied or waived. Immediately
after the Expiration Date, Merger Sub irrevocably accepted for
payment all shares validly tendered and not validly withdrawn, and
expects to promptly pay for such shares.
Following the closing of the tender offer,
Merger Sub merged with and into Pardes and all shares of Pardes
common stock that had not been validly tendered were converted into
the right to receive the Offer Price (the Merger). As a result of
the Merger, Pardes became a wholly owned subsidiary of MediPacific.
Prior to the opening of trading on The Nasdaq Stock Market LLC
(Nasdaq) on August 31, 2023, all shares of Pardes common stock
ceased trading on Nasdaq, and Pardes intends promptly to cause such
shares to be delisted from Nasdaq and deregistered under the
Securities Exchange Act of 1934, as amended.
Advisors
Leerink Partners acted as exclusive financial
advisor and Fenwick & West LLP acted as legal counsel to
Pardes. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as
legal counsel to MediPacific.
About Pardes Biosciences, Inc.
Pardes Biosciences is a company that has focused
on discovering, developing and commercializing novel oral antiviral
therapeutics to improve the lives of patients suffering from
life-threatening disease, starting with COVID-19. For more
information, please visit www.pardesbio.com.
Cautionary Notice Regarding Forward-Looking
Statements
This communication contains “forward-looking
statements” relating to the acquisition of Pardes by MediPacific.
Such forward-looking statements include, but are not limited to,
the potential effects of the acquisition on both the Company and
MediPacific and the possibility that the conditions to payments
under the CVRs will be met. In some cases, forward-looking
statements may be identified by terminology such as “believe,”
“may,” “will,” “should,” “predict,” “goal,” “strategy,”
“potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. These words are intended to
identify forward-looking statements. The Company has based these
forward-looking statements on current expectations and projections
about future events, but there can be no guarantee that such
expectations and projections will prove accurate in the future.
All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Actual results may differ materially from current
expectations because of risks associated with uncertainties.
Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it cannot guarantee
future events, results, actions, levels of activity, performance or
achievements, business and market conditions and the timing and
results of any developments. Additional factors that may affect the
future results of the Company are set forth in the Company’s
filings with the U.S. Securities and Exchange Commission (the SEC),
including the Company’s most recently filed Annual Report on
Form 10-K, subsequent Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and
other filings with the SEC, which are available on the SEC’s
website at www.sec.gov. The risks described in this communication
and in the Company’s filings with the SEC should be carefully
reviewed. Undue reliance should not be placed on these
forward-looking statements, which speak only as of the date they
are made. The Company undertakes no obligation to publicly release
any revisions to the forward-looking statements after the date
hereof to conform these statements to actual results or revised
expectations.
For further information, please contact:
Pardes Biosciences, Inc.ir@pardesbio.com
Pardes Biosciences (NASDAQ:PRDS)
過去 株価チャート
から 4 2024 まで 5 2024
Pardes Biosciences (NASDAQ:PRDS)
過去 株価チャート
から 5 2023 まで 5 2024