Item 8.01. Other Events. Supplemental Disclosures
As previously disclosed, on
Explanatory Note
Following the announcement of the proposed Merger and as of the filing of these
Supplemental Disclosures, five separate complaints were filed by putative
shareholders of the Company challenging the proposed Merger. Two complaints were
filed in the
While the Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and denies the allegations in the pending actions described above, in order to moot plaintiffs' disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its shareholders, the Company has determined voluntarily to supplement certain disclosures in the Proxy Statement related to plaintiffs' claims with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the complaints described above that any additional disclosure was or is required or material.
All page references used herein refer to pages in the Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures, and capitalized terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined and bolded text shows text being added to a referenced disclosure in the Proxy Statement. Except as specifically noted herein, the information set forth in the Proxy Statement remains unchanged.
Supplemental Disclosures to Proxy Statement
The sixth full paragraph on page 90 of the Proxy Statement, under the heading "History of Strategic Alternatives Discussions and Significant Corporate Events for Anchiano," is hereby amended and supplemented as follows (new language bolded and underlined):
On
The last full paragraph on page 94 of the Proxy Statement, under the heading "History of Strategic Alternatives Discussions and Significant Corporate Events for Anchiano," is hereby amended and supplemented as follows (new language bolded and underlined):
On
The section entitled "History of Strategic Alternatives Discussions and Significant Corporate Events for Anchiano" is hereby amended and supplemented by adding the following paragraph to the end of such section, immediately following the last full paragraph on page 94 (new language bolded and underlined):
On
The table underneath the second full paragraph on page 104 of the Proxy Statement, under the heading "Selected Public Companies Analyses," is hereby amended and supplemented as follows (new text bolded and underlined):
Total Enterprise Value Company ($ in millions) Translate Bio, Inc. $ 1,190.7 ​NGM Biopharmaceuticals, Inc. $ 1,518.4 ​Akero Therapeutics, Inc. $ 691.1 ​Pliant Therapeutics, Inc. $ 651.2 ​89bio, Inc. $ 289.9 ​Viking Therapeutics, Inc. $ 203.6 ​Altimmune, Inc. $ 187.0 ​Immunic, Inc. $ 241.4 ​Galecto, Inc. $ 182.2 ​Metacrine, Inc. $ 157.9 ​iBio, Inc. $ 138.3 ​Axcella Health Inc. $ 114.3 ​Eloxx Pharmaceuticals, Inc. $ 99.8 ​Galmed Pharmaceuticals Ltd. $ 15.4 ​CohBar, Inc. $ 53.8
The table underneath the second full paragraph on page 105 of the Proxy Statement, under the heading "Selected Transactions Analysis," is hereby amended and supplemented as follows (new text bolded and underlined):
Selected Transactions Analysis
Total Enterprise Value Date announced Acquirer Target ($ in millions) Curzion Apr-20 Horizon Therapeutics plc Pharmaceuticals, Inc. $ 45.0 Jul-19 Altimmune, Inc. Spitfire Pharma, Inc. $ 5.0 * Apr-19 Novartis AG IFM Therapeutics $ 310.0 Akarna Therapeutics Aug-16 Allergan plc Ltd. $ 50.0 Afferent Jun-16 Merck & Co., Inc. Pharmaceuticals $ 500.0 Apr-16 Gilead Sciences, Inc. Nimbus Apollo, Inc. $ 400.0 Oct-15 Roche Adheron Therapeutics $ 105.0 May-14 Shire plc Lumena Pharmaceuticals $ 300.3
Note: Enterprise values include only upfront payments. * Excluded from median calculation as an outlier.
The first full paragraph on page105 of the Proxy Statement, under the heading "Discounted Cash Flow Analysis," is hereby amended and supplemented as follows (new language bolded and underlined):
Discounted Cash Flow Analysis
Oppenheimer conducted a discounted cash flow analysis, which is designed to
imply a potential current value of Chemomab by calculating the estimated present
value of the standalone after-tax free cash flows that Chemomab management
forecasted to be generated during the calendar years ending
Forward Looking Statements
This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, among other things, statements regarding the structure, timing and completion of the proposed Merger. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon the Company's current expectations. Forward-looking statements involve risks and uncertainties. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
Because such statements deal with future events and are based on the Company's
current expectations, they are subject to various risks and uncertainties and
actual results, performance or achievements of the Company or the combined
company could differ materially from those described in or implied by the
statements in this report, including: the risk related to the Company's ability
to complete the Merger on the proposed terms and schedule, including risks and
uncertainties related to the satisfaction of the closing conditions related to
the Merger agreement and risks and uncertainties related to the failure to
timely or at all obtain shareholder approval for the transaction; the execution
of definitive agreements with certain existing Chemomab shareholders including
risks and uncertainties related to the satisfaction of the closing conditions
related to the financing; risks related to the combined company's ability to
correctly manage its operating expenses and its expenses; risks related to the
market price of the Company's ADSs relative to the exchange ratio; unexpected
costs, charges or expenses resulting from the transaction; potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the proposed Merger transaction; combined company's plans to
develop and commercialize its product candidates, including CM-101 and RAS; and
the requirement for additional capital to continue to advance these product
candidates, which may not be available on favorable terms or at all. In
addition, there can be no assurance that the Company will be able to complete
the transactions contemplated by the Merger agreement or related transactions.
You should not place undue reliance on these forward-looking statements, which
are made only as of the date hereof or as of the dates indicated in the
forward-looking statements. Additional risks and uncertainties relating to the
Company and its business can be found under the caption "Risk Factors" and
elsewhere in the Company's filings and reports with the
Additional Information and Where You Can Find It
In connection with the proposed transactions between the Company and Chemomab,
the Company filed a registration statement containing a proxy statement and
prospectus with the
You may obtain free copies of the proxy statement and all other documents filed
or that will be filed with the
Participants in Solicitation
The Company, Chemomab and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the holders of
the Company's ordinary shares in connection with the proposed transaction.
Information about the Company's directors and executive officers is set forth in
the Company's Proxy Statement for its 2020 Annual meeting, which was filed with
the
Non-Solicitation
This report will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any 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.
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