Recommended Business Combination of Redx Pharma plc and Jounce Therapeutics, Inc.
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Recommended business combination (the “Business Combination”) of Redx Pharma plc (“Redx”) and Jounce Therapeutics, Inc. (“Jounce”).
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ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH REDX REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION (THE “INFORMATION”) PUBLISHED BY REDX AND/OR JOUNCE RELATING TO THE BUSINESS COMBINATION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Redx reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Redx.
To allow you to view information about the Business Combination, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Business Combination.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Business Combination or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Business Combination is expected to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, immediately preceded by one or more mergers under Delaware Law. The full terms and conditions of such Business Combination, including details on how it may be accepted, will be contained in the scheme document to be published by Redx and a proxy statement to be filed by Jounce with the US Securities and Exchange Commission. Any decision made in relation to the Business Combination should be made solely and only on the basis of the information provided in any such documents and any other documents to be filed with the US Securities and Exchange Commission or sent to Redx shareholders or Jounce shareholders.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
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This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
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Notice to US Investors
Jounce is organised under the laws of the state of Delaware and Redx is incorporated under English law.
The Business Combination relates to the securities of a UK company (“Redx Shares”) and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Proposed Business Combination or determined if the Information is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.
The Business Combination is expected to be implemented by way of a scheme of arrangement under English law (a “Scheme”), immediately preceded by one or more mergers under Delaware Law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Business Combination (if implemented by way of a Scheme) would be subject to the procedural and disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of the US proxy solicitation or tender offer.
If Jounce were to exercise its right to implement the Business Combination by way of a takeover offer under English law, it is expected that such offer will be made in compliance with all applicable US tender offer (including Regulation 14E under the US Exchange Act) and exemptions provided under Rules 14d-1(c) or (d) under the US Exchange Act, and that the offer and sale of Bidder Securities will only be made to persons resident or located in the United States pursuant to exemptions from the registration requirements of the US Securities Act (if available).
It may be difficult for US investors to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Business Combination, since Redx is in a country other than the United States, and some or all of Redx and Jounce’s officers and directors may be residents of countries other than the United States. US investors may not be able to sue Redx or Redx’s or Jounce’s respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Redx and any of Redx’s or Jounce’s respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
If the Business Combination proceeds, any securities to be issued by Jounce as consideration in the Business Combination (the “Bidder Securities”) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state of other jurisdiction of the United States, and may only be offered, sold or resold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act (if applicable), Jounce, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Redx shares outside of the United States, other than pursuant to the Business Combination, during the period in which such Business Combination would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the Exchange Act. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Redx and the Redx Group (being Redx and its subsidiaries and subsidiary undertakings) and Jounce and the Jounce Group (being Jounce and its subsidiaries and subsidiary undertakings) following the implementation of the Business Combination.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Redx and the Redx Group and Jounce and the Jounce Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
There are a number of factors that could affect the future operations of Redx and the Redx Group and Jounce and the Jounce Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to UK, European and global economic and political conditions (including the current conflict in Ukraine, the impact of the Covid-19 pandemic and the repercussions of the UK’s withdrawal from the European Union); market related risks such as fluctuations in interest rates and foreign exchange rates; the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements, whether in the UK, Europe or globally), the impact of competition, inflation or deflation; and the impact of tax and other legislation or regulations in the jurisdictions in which the Redx Group and the Jounce Group and each of their affiliates operate.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the latest annual reports and accounts, interim results, and trading updates and other announcements of Redx and Jounce (available at https://www.redxpharma.com/investor-centre/ and https://ir.jouncetx.com/, respectively). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Redx, the Redx Group, Jounce or the Jounce Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any Business Combination-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Redx speak only at the specified date of the relevant document and Redx has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Business Combination-related materials issued or published by Jounce or which relate to the Jounce Group, that are accessible on this Microsite, the only responsibility accepted by Redx and its directors is for the correctness and fairness of its reproduction.
Neither the directors of the Redx Group nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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