Enterprising Investor
2年前
Jounce Therapeutics Announces Closing of Tender Offer (5/03/23)
Jounce Therapeutics, Inc. (NASDAQ: JNCE) (“Jounce” or the “Company”), a clinical-stage company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers, today announced that Concentra Biosciences, LLC (“Concentra”), through its wholly owned subsidiary Concentra Merger Sub, Inc. (“Concentra Merger Sub”), has successfully completed the previously announced tender offer to acquire all outstanding shares of the common stock of Jounce for $1.85 per share in cash plus a non-tradeable contingent value right (a “CVR”) per share. The $1.85 per share upfront consideration represents a premium of approximately 75% to Jounce’s closing share price immediately prior to the public disclosure of Concentra’s acquisition proposal on March 14, 2023.
The tender offer expired at 6:00 p.m., Eastern Time, on May 3, 2023. As of the expiration of the offer, 36,367,727 shares of Jounce common stock had been validly tendered and not validly withdrawn from the tender offer, representing approximately 69.09% of the outstanding shares of Jounce common stock. All conditions of the offer were satisfied or waived, and Concentra completed its acquisition of all outstanding shares of Jounce that were validly tendered and not validly withdrawn for the offer price.
Following the closing of the tender offer, Concentra Merger Sub merged with and into Jounce and all shares of Jounce common stock that had not been validly tendered were converted into the right to receive the same $1.85 per share in cash plus one CVR per share (the “Merger”). As a result of the Merger, Jounce became a wholly owned subsidiary of Concentra. Shares of Jounce common stock ceased trading on Nasdaq and Concentra intends promptly to cause such shares to be delisted. Payment will be made promptly to all former Jounce common stockholders regardless of whether they tendered their shares.
About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers. For more information, please visit www.jouncetx.com.
https://www.globenewswire.com/news-release/2023/05/04/2660993/0/en/Jounce-Therapeutics-Announces-Closing-of-Tender-Offer.html
Enterprising Investor
2年前
Amended Schedule 14D-9 (4/24/23)
Potential upside.
On April 19, 2023, the Company executed a non-binding agreement in principle with its landlord with respect to the early termination of its lease for its headquarters (“Early Termination”). Pursuant to this non-binding agreement in principle. If the proposed Early Termination is consummated prior to the consummation of the Offer, the Final Lease Amount would be $5,250,000 and the amount of potential lease savings would be $7,350,000 (the “Potential Lease Savings”) ($12,600,000 minus $5,250,000), or approximately $0.1377 per CVR, assuming that the Company Net Working Capital (as finally determined pursuant to clause (b)(iv) of Exhibit A to the Merger Agreement) is no less than $110 million. However, since the agreement in principle with the landlord is non-binding, there is a risk that the Potential Lease Savings may not be realized if the Company cannot execute a binding agreement. Further, if at Closing, there is Company Net Working Capital of less than $110,000,000, then such shortfall would reduce the amount to be paid and stockholders under the CVR.
Risks
Certain Litigation
Subsequent to the filing of the Schedule 14D-9 and as of the date hereof, six civil actions have been filed in United States District Courts by putative stockholders of the Company: Wong v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-03044, filed April 11, 2023 in the Southern District of New York (“S.D.N.Y.”) (the “Wong Complaint”), Diamond v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-03053, filed April 12, 2023 (S.D.N.Y.) (the “Diamond Complaint”), Elliot v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-03093, filed April 13, 2023 (S.D.N.Y.) (the “Elliot Complaint”), Scott v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-00412-UNA, filed April 13, 2023 in the District of Delaware (the “Scott Complaint”), O’Dell v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-03168, filed April 17, 2023 (S.D.N.Y) (the “O’Dell Complaint”), Wang v. Jounce Therapeutics, Inc., et al., Case No. 1:23-cv-03267, filed April 19, 2023 (S.D.N.Y) (the “Wang Complaint” and together with the Wong Complaint, the Diamond Complaint, the Elliot Complaint, the Scott Complaint and the O’Dell Complaint, the “Complaints”). All of the Complaints name the Company and the members of the Company Board as defendants.
The Complaints assert claims under the federal securities laws in connection with the Schedule 14D-9 that was filed with the SEC by the Company on April 6, 2023, alleging that the document contains materially incomplete and misleading information. The Complaints seek, among other things, an order enjoining consummation of the Transactions; rescission of the Transactions if they have already been consummated or awarding rescissory damages to plaintiff; an order directing the Company Board to file a Solicitation/Recommendation Statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading; an award of plaintiff’s costs, including reasonable allowance for attorneys’ fees and experts’ fees; and such other and further relief as the court may deem just and proper.
Subsequent to the filing of the Schedule 14D-9 and as of the date hereof, the Company has received eight demand letters on behalf of individuals purporting to be shareholders of the Company, each generally seeking that certain information allegedly omitted from the Schedule 14D-9 be disclosed or alleged misstatements in the Schedule 14D-9 to be corrected. Additionally, subsequent to the filing of the Schedule 14D-9 and as of the date hereof, the Company received two demand letters from purported stockholders to review specified books and records of the Company relating to the Transactions.
The outcome of these lawsuits and demand letters cannot be predicted with certainty. If a preliminary injunction were to be granted it could delay or jeopardize the completion of the Transactions, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin the completion of such Transactions. If additional similar complaints, or complaints relating to the demand letters disclosed herein, are filed or additional similar demand letters are received, absent new or different allegations that are material, the Company will not necessarily announce such additional filings.
https://www.sec.gov/Archives/edgar/data/1640455/000164045523000064/jnce0424202314d-9_a.htm
Enterprising Investor
2年前
Jounce Therapeutics Enters Into Agreement to Be Acquired by Concentra Biosciences for $1.85 in Cash per Share Plus Contingent Value Rights (3/27/23)
CAMBRIDGE, Mass., March 27, 2023 (GLOBE NEWSWIRE) -- Jounce Therapeutics, Inc. (NASDAQ: JNCE) (“Jounce” or the “Company”), a clinical-stage company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers, today announced it has entered into a definitive merger agreement whereby Concentra Biosciences, LLC (“Concentra”) will acquire Jounce for $1.85 in cash per share plus a non-tradeable contingent value right (the “CVR”).
The $1.85 per share upfront consideration represents a premium of approximately 75% to Jounce’s closing share price immediately prior to the March 14, 2023 public disclosure of Concentra’s acquisition proposal.
Following a thorough review process conducted with the assistance of its legal and financial advisors, Jounce’s Board of Directors has determined that the acquisition by Concentra – of which Tang Capital Partners, LP is the controlling shareholder – is in the best interests of all Jounce shareholders, and has unanimously approved the merger agreement.
Jounce’s Board of Directors is no longer recommending the proposed all-share merger transaction (the “Redx Business Combination”) with Redx Pharma Plc (AIM:REDX) (“Redx”). The Jounce Board of Directors has notified Redx of the withdrawal of its recommendation in favor of the Redx Business Combination and termination of the co-operation agreement dated February 23, 2023 between Jounce and Redx.
In conjunction with the merger agreement, Jounce is implementing a workforce reduction of approximately 84% of its employees. This reduction is expected to be completed within the next month and Jounce will incur restructuring costs totaling approximately $6.5 million1. The remaining Jounce employees will work to complete the sale of the Company, conduct activities to maximize the value of the CVR, work to ensure that patients on the SELECT and INNATE trials have the opportunity to continue receiving therapy with vopratelimab, JTX-8064 and pimivalimab and to otherwise ensure a smooth transition to Concentra.
Pursuant and subject to the terms of the merger agreement, a subsidiary of Concentra will commence a tender offer by April 7, 2023 to acquire all outstanding shares of Jounce for $1.85 in cash per share at closing plus a non-tradeable CVR representing the right to receive 80% of the net proceeds payable for a period of ten years post-closing from any license or disposition of Jounce’s programs effected within two years of closing and 100% of the potential aggregate value of certain specified potential cost savings.
Closing of the tender offer is subject to certain conditions, including the tender of Jounce shares representing at least a majority of the total number of outstanding shares as of immediately following the consummation of the offer; the availability of at least $110 million of cash and cash equivalents, net of any tail and closing costs, at closing, and other customary conditions. The acquisition is expected to close in the second quarter of 2023.
About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce currently has multiple development stage programs ongoing while simultaneously advancing additional early-stage assets from its robust discovery engine based on its Translational Science Platform. For more information, please visit www.jouncetx.com.
https://www.globenewswire.com/news-release/2023/03/27/2634797/0/en/Jounce-Therapeutics-Enters-Into-Agreement-to-Be-Acquired-by-Concentra-Biosciences-for-1-85-in-Cash-per-Share-Plus-Contingent-Value-Rights.html
subslover
2年前
Jounce Therapeutics Confirms Receipt of Unsolicited Proposal from Concentra Biosciences
March 14 2023 - 09:00PM
GlobeNewswire Inc.
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The Board of Directors (the “Board”) of Jounce Therapeutics, Inc. (NASDAQ: JNCE) (“Jounce” or the “Company”), a clinical-stage company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers, today confirmed that Concentra Biosciences, LLC (“Concentra”), of which Tang Capital Partners, LP is the controlling shareholder, has made an unsolicited and non-binding proposal (“the Proposal”) to acquire 100% of the equity of Jounce. According to the Schedule 13D filed today with the U.S. Securities and Exchange Commission (“SEC”) disclosing the Proposal, Tang Capital1 is currently approximately a 10.2% shareholder of Jounce.
The Proposal consists of $1.80 in cash per share plus a contingent value right (“CVR”) representing the right to receive 80% of the net proceeds payable from any license or disposition of certain of Jounce’s legacy programs2 (the “CVR Products”). The proposal is subject to limited confirmatory due diligence and is based on the availability of at least $130 million of cash and cash equivalents at closing, net of any tail and closing costs.
On February 23, 2023, the Company announced a recommended business combination with Redx Pharma (AIM: REDX) (“Redx”) via a proposed all share merger transaction (the “Business Combination”). The transaction is anticipated to be completed during the second quarter of 2023, subject to necessary regulatory and shareholder approvals. Shareholders are advised that no action is necessary at this time.
The Board is committed to acting in the best interests of all shareholders, consistent with its fiduciary duties. A further announcement will be made in due course.
About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce currently has multiple development stage programs ongoing while simultaneously advancing additional early-stage assets from its robust discovery engine based on its Translational Science Platform. For more information, please visit www.jouncetx.com.
For further information, please contact:
Jounce Therapeutics, Inc
Kim Drapkin
ir@jouncetx.com T: +1-857-259-3840
Cowen (Financial Adviser to Jounce) T: +1-646-562-1010
Tanya Joseph / Erik Schuchard / Giles Roshier T: +44 (0)203 011 0460
Stern Investor Relations (Adviser to Jounce)
Julie Seidel T: +1-212-362-1200
Longacre Square Partners (Adviser to Jounce)
Dan Zacchei / Rebecca Kral
Jounce@longacresquare.com
123tom
5年前
I follow price action in complex patterns
Not wanting to confuse anyone, this chart I last posted showing the 6 dollar target is not my finished target, its just the current one, based on the latest math patterns.
I never said nor expected a target hitting 2.50. I saw it held at 2.75 area and double bottomed again. It made a good rally, and so far so good for longs.
When I recently started looking at Jounce, I was forecasting a pullback target area at 3.50 , but it held at 3.60. thats why I didnt get filled in the past cycle, but I'm watching it for now.
Analysts make all kinds of target projections, and they are all way up there, but they arent describing the up and down track patterns along the way. I examine the track patterns along the way. I'm guessing you probably do as well.
Good trading to you.
Jounce has become a bubble now. pumping up, will it get hyper bubbled now, or cool off and be more normal.
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