Revolution Medicines, Inc. (Nasdaq: RVMD), a clinical-stage
oncology company developing targeted therapies for RAS-addicted
cancers, today announced that leading independent proxy advisory
firms, Institutional Shareholder Services Inc. ("ISS") and Glass
Lewis & Co. ("Glass Lewis"), have recommended Revolution
Medicines stockholders vote “FOR” the issuance of Revolution
Medicines shares in the previously announced all-stock acquisition
of EQRx, Inc. at the special meeting of stockholders scheduled for
November 8, 2023.
In their respective reports, ISS and Glass Lewis view the
proposed transaction as favorable to Revolution Medicines
stockholders. The acquisition will add the significant cash
resources held by EQRx and strengthen Revolution Medicines’ balance
sheet, allowing the company to sustain and retain control of its
research and development plans for its RAS(ON) Inhibitor
pipeline.
"We are pleased that ISS and Glass Lewis support our proposed
acquisition of EQRx and the significant long-term value opportunity
this compelling transaction provides to our stockholders,” said
Mark A. Goldsmith, M.D., Ph.D., Revolution Medicines, chief
executive officer and chairman. “The addition of approximately $1.1
billion to our balance sheet will increase our financial strength
and enable robust investments to advance the clinical development
of RMC-6236, our RASMULTI(ON) Inhibitor, RMC-6291, our RASG12C(ON)
Inhibitor, and RMC-9805, our RASG12D(ON) Inhibitor. This
transaction will also increase our capacity to develop our growing
RAS(ON) Inhibitor pipeline in order to deliver high-impact targeted
medicines to an even larger range of patients with RAS-addicted
cancers.”
The company also today announced the final exchange ratio for
the EQRx acquisition. Each share of common stock of EQRx issued and
outstanding immediately prior to the merger will be converted into
the right to receive 0.1112 shares of common stock of Revolution
Medicines. If the transaction is completed, Revolution Medicines
expects to issue approximately 55 million shares of its common
stock in connection with the merger (excluding assumed warrants and
earn-out shares). No fractional shares will be issued and EQRx
stockholders will receive cash in lieu of any fractional shares as
part of the merger consideration, as specified in the merger
agreement with EQRx. The transaction is expected to close in
November 2023, subject to satisfaction of customary closing
conditions, including approval by both Revolution Medicines’ and
EQRx’s stockholders. The company estimates that the acquisition
will add approximately $1.1 billion in net cash proceeds, after
estimated post-closing EQRx wind-down and transition costs, or
approximately $20 per share of common stock issued in connection
with the merger.
Special Meeting of Revolution Medicine
Stockholders The Revolution Medicines Board of Directors
recommends Revolution Medicines stockholders vote “FOR” the
issuance of shares in connection with the proposed transaction with
EQRx. Revolution Medicines’ special meeting of stockholders is
scheduled to take place virtually on Wednesday, November 8, 2023 at
8:00 a.m. PT. Only holders of record of Revolution Medicines common
stock as of the close of business on September 26, 2023 are
entitled to vote at the special meeting.
Stockholders who have questions or need assistance voting their
shares should contact Revolution Medicines’ proxy solicitor, Morrow
Sodali, LLC at (800) 662-5200 or (203) 658-9400 or by email at
rvmd@info.morrowsodali.com.
About Revolution Medicines, Inc. Revolution
Medicines is a clinical-stage oncology company developing novel
targeted therapies for RAS-addicted cancers. The company’s R&D
pipeline comprises RAS(ON) Inhibitors designed to suppress diverse
oncogenic variants of RAS proteins, and RAS Companion Inhibitors
for use in combination treatment strategies. The company’s RAS(ON)
Inhibitors RMC-6236 (RASMULTI), RMC-6291 (KRASG12C) and RMC-9805
(KRASG12D) are currently in clinical development. Additional
RAS(ON) Inhibitors in the company’s pipeline include RMC-5127
(KRASG12V), RMC-0708 (KRASQ61H) and RMC-8839 (KRASG13C) which are
currently in IND-enabling development, and additional compounds
targeting other RAS variants.
Forward-Looking Statements This press release
contains forward-looking statements within the meaning of federal
securities laws, including the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
are based upon current plans, estimates and expectations of
management of Revolution Medicines and EQRx in light of historical
results and trends, current conditions and potential future
developments, and are subject to various risks and uncertainties
that could cause actual results to differ materially from such
statements. The inclusion of forward-looking statements should not
be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “may,” “will,” “should,”
“plan,” “could,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,”
“pursue,” “likely,” and words and terms of similar substance used
in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other
than historical facts, including express or implied statements
regarding the proposed transaction; the conversion of equity
interests contemplated by the merger agreement; the issuance of
common stock of Revolution Medicines contemplated by the merger
agreement; the expected timing of the closing of the proposed
transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; the
expected benefits of the proposed transaction; the competitive
ability and position of the combined company; Revolution Medicines’
development plans and timelines and its ability to advance its
portfolio and research and development pipeline; progression of
clinical studies and findings from these studies, including the
tolerability and potential efficacy of Revolution Medicines’
candidates being studied; the potential advantages and
effectiveness of Revolution Medicines’ clinical and preclinical
candidates, including its RAS(ON) Inhibitors; the potential
clinical utility of RMC-6236 in patients with non-small cell lung
cancer and pancreatic cancer; the timing and completion of a
clinical trial for the combination of RMC-6236 and RMC-6291;
whether additional near-term and longer-term investments will
strengthen the clinical advancement of Revolution Medicines’
RAS(ON) Inhibitors; Revolution Medicines’ ability to enable
seamless program progression; Revolution Medicines’ ability to
advance its oncology assets and its intention to concentrate
development resources on its three priority RAS-focused assets
(RMC-6236, RMC-6291 and RMC-9805) following the proposed
transaction; Revolution Medicines’ expectation to not advance
EQRx’s research and development portfolio following closing of the
proposed transaction; EQRx’s expectation to wind down its programs;
and any assumptions underlying any of the foregoing, are
forward-looking statements. Important factors that could cause
actual results to differ materially from Revolution Medicines’ and
EQRx’s plans, estimates or expectations described in such
forward-looking statements could include, but are not limited to:
(i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect Revolution
Medicines’ and EQRx’s businesses and the price of their respective
securities; (ii) uncertainties as to the timing of the consummation
of the proposed transaction; (iii) the potential failure to
receive, on a timely basis or otherwise, the required approvals of
the proposed transaction, including stockholder approvals by both
Revolution Medicines’ stockholders and EQRx’s stockholders, and the
potential failure to satisfy the other conditions to the
consummation of the transaction; (iv) that the proposed transaction
may involve unexpected costs, liabilities or delays; (v) the effect
of the announcement, pendency or completion of the proposed
transaction on each of Revolution Medicines’ or EQRx’s ability to
attract, motivate, retain and hire key personnel and maintain
relationships with customers, distributors, suppliers and others
with whom Revolution Medicines or EQRx does business, or on
Revolution Medicines’ or EQRx’s operating results and business
generally; (vi) that the proposed transaction may divert
management’s attention from each of Revolution Medicines’ and
EQRx’s ongoing business operations; (vii) the risk of any legal
proceedings related to the proposed transaction or otherwise, or
the impact of the proposed transaction thereupon, including
resulting expense or delay; (viii) that Revolution Medicines or
EQRx may be adversely affected by other economic, business and/or
competitive factors; (ix) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement relating to the proposed transaction, including in
circumstances which would require Revolution Medicines or EQRx to
pay a termination fee; (x) the risk that restrictions during the
pendency of the proposed transaction may impact Revolution
Medicines’ or EQRx’s ability to pursue certain business
opportunities or strategic transactions; (xi) the risk that
Revolution Medicines or EQRx may be unable to obtain governmental
and regulatory approvals required for the proposed transaction, or
that required governmental and regulatory approvals may delay the
consummation of the proposed transaction or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed transaction or cause the parties to abandon the
proposed transaction; (xii) the risk that the anticipated benefits
of the proposed transaction may otherwise not be fully realized or
may take longer to realize than expected; (xiii) the impact of
legislative, regulatory, economic, competitive and technological
changes; (xiv) risks relating to the value of Revolution Medicines
securities to be issued in the proposed transaction; (xv) the risk
that integration of the proposed transaction post-closing may not
occur as anticipated or the combined company may not be able to
achieve the growth prospects expected from the transaction; (xvi)
the effect of the announcement, pendency or completion of the
proposed transaction on the market price of the common stock of
each of Revolution Medicines and the common stock and publicly
traded warrants of EQRx; (xvii) the implementation of each of
Revolution Medicines’ and EQRx’s business model and strategic plans
for product candidates and pipeline, and challenges inherent in
developing, commercializing, manufacturing, launching, marketing
and selling potential existing and new products; (xviii) the scope,
progress, results and costs of developing Revolution Medicines’ and
EQRx’s product candidates and any future product candidates,
including conducting preclinical studies and clinical trials, and
otherwise related to the research and development of Revolution
Medicines’ and EQRx’s pipeline; (xix) the timing and costs involved
in obtaining and maintaining regulatory approval for Revolution
Medicines’ and EQRx’s current or future product candidates, and any
related restrictions, limitations and/or warnings in the label of
an approved product; (xx) the market for, adoption (including rate
and degree of market acceptance) and pricing and reimbursement of
Revolution Medicines’ and EQRx’s product candidates and their
respective abilities to compete with therapies and procedures that
are rapidly growing and evolving; (xxi) uncertainties in
contractual relationships, including collaborations, partnerships,
licensing or other arrangements and the performance of third-party
suppliers and manufacturers; (xxii) the ability of each of
Revolution Medicines and EQRx to establish and maintain
intellectual property protection for products or avoid or defend
claims of infringement; (xxiii) exposure to inflation, currency
rate and interest rate fluctuations and risks associated with doing
business locally and internationally, as well as fluctuations in
the market price of each of Revolution Medicines’ and EQRx’s traded
securities; (xxiv) risks relating to competition within the
industry in which each of Revolution Medicines and EQRx operate;
(xxv) the unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities; (xxvi) whether the termination of EQRx’s license
agreements and/or discovery collaboration agreements may impact its
or Revolution Medicines’ ability to license in additional programs
in the future and the risk of delays or unforeseen costs in
terminating such arrangements; (xxvii) risks that restructuring
costs and charges may be greater than anticipated or incurred in
different periods than anticipated; (xxviii) the risk that EQRx’s
restructuring efforts may adversely affect its programs and its
ability to recruit and retain skilled and motivated personnel, and
may be distracting to employees and management; and (xxix) the risk
that EQRx’s restructuring or wind-down efforts may negatively
impact its business operations and reputation with or ability to
serve counterparties or may take longer to realize than expected,
as well as each of Revolution Medicines’ and EQRx’s response to any
of the aforementioned factors. Additional factors that may affect
the future results of Revolution Medicines and EQRx are set forth
in their respective filings with the U.S. Securities and Exchange
Commission (the “SEC”), including each of Revolution Medicines’ and
EQRx’s most recently filed Annual Reports 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. See in particular Item 1A of Revolution
Medicines’ Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2023 under the heading “Risk Factors,” and Item 1A
of each of EQRx’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022 and Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2023 and June 30, 2023 under the
headings “Risk Factors.” The risks and uncertainties described
above and in the SEC filings cited above are not exclusive and
further information concerning Revolution Medicines and EQRx and
their respective businesses, including factors that potentially
could materially affect their respective businesses, financial
conditions or operating results, may emerge from time to time.
Readers are urged to consider these factors carefully in evaluating
these forward-looking statements, and not to place undue reliance
on any forward-looking statements, which speak only as of the date
hereof. Readers should also carefully review the risk factors
described in other documents that Revolution Medicines and EQRx
file from time to time with the SEC. Except as required by law,
each of Revolution Medicines and EQRx assume no obligation to
update or revise these forward-looking statements for any reason,
even if new information becomes available in the future.
Additional Information and Where to Find It
In connection with the proposed transaction, Revolution
Medicines and EQRx filed with the SEC and mailed or otherwise
provided to their respective security holders a joint proxy
statement/prospectus regarding the proposed transaction (as amended
or supplemented from time to time, the “Joint Proxy
Statement/Prospectus”). INVESTORS AND REVOLUTION MEDICINES’ AND
EQRX’S RESPECTIVE SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER
DOCUMENTS FILED BY EACH OF REVOLUTION MEDICINES AND EQRX WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION.
Revolution Medicines’ investors and security holders may obtain
a free copy of the Joint Proxy Statement/Prospectus and other
documents that Revolution Medicines files with the SEC (when
available) from the SEC’s website at www.sec.gov and Revolution
Medicines’ website at ir.revmed.com. In addition, the Joint Proxy
Statement/Prospectus and other documents filed by Revolution
Medicines with the SEC (when available) may be obtained from
Revolution Medicines free of charge by directing a request to
Morrow Sodali LLC at RVMD@info.morrowsodali.com.
EQRx’s investors and security holders may obtain a free copy of
the Joint Proxy Statement/Prospectus and other documents that EQRx
files with the SEC (when available) from the SEC’s website at
www.sec.gov and EQRx’s website at investors.eqrx.com. In addition,
the Joint Proxy Statement/Prospectus and other documents filed by
EQRx with the SEC (when available) may be obtained from EQRx free
of charge by directing a request to EQRx’s Investor Relations at
investors@eqrx.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, nor shall there be any offer, solicitation or
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
Revolution Medicines, EQRx and their respective directors,
executive officers, other members of management, certain employees
and other persons may be deemed to be participants in the
solicitation of proxies from the security holders of Revolution
Medicines and EQRx in connection with the proposed transaction.
Security holders may obtain information regarding the names,
affiliations and interests of Revolution Medicines’ directors and
executive officers in Revolution Medicines’ Annual Report on Form
10-K for the fiscal year ended December 31, 2022, which was filed
with the SEC on February 27, 2023, and Revolution Medicines’
definitive proxy statement on Schedule 14A for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 26,
2023. To the extent holdings of Revolution Medicines’ securities by
Revolution Medicines’ directors and executive officers have changed
since the amounts set forth in such proxy statement, such changes
have been or will be reflected on subsequent Statements of Changes
in Beneficial Ownership on Form 4 filed with the SEC. Security
holders may obtain information regarding the names, affiliations
and interests of EQRx’s directors and executive officers in EQRx’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on February 23, 2023, and in
certain of EQRx’s Current Reports on Form 8-K. To the extent
holdings of EQRx’s securities by EQRx’s directors and executive
officers have changed since the amounts set forth in such Annual
Report on Form 10-K, such changes have been or will be reflected on
subsequent Statements of Changes in Beneficial Ownership on Form 4
filed with the SEC. Additional information regarding the interests
of such individuals in the proposed transaction is included in the
Joint Proxy Statement/Prospectus relating to the proposed
transaction filed with the SEC. These documents (when available)
may be obtained free of charge from the SEC’s website at
www.sec.gov, Revolution Medicines’ website at www.revmed.com and
EQRx’s website at www.eqrx.com.
Investors & Media Contact:
Erin Graves
650-779-0136
egraves@revmed.com
Revolution Medicines (NASDAQ:RVMD)
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