Revolution Medicines, Inc. (NasdaqGS:RVMD) entered into a definitive agreement to acquire EQRx, Inc. (NasdaqGM:EQRX) from a group of shareholders for approximately $930 million on July 31, 2023. Under the terms of the merger agreement, Revolution Medicines will acquire EQRx in an all-stock transaction. The aggregate merger consideration will consist of a number of shares of Revolution Medicines common stock consisting of 7,692,308 shares of Revolution Medicines common stock plus an additional number of shares of Revolution Medicines common stock, which will be determined prior to the EQRx special meeting and will represent $870.0 million of the aggregate purchase price divided by the pre-EQRx special meeting VWAP, applying a six percent discount, which is currently estimated as 27,472,007 additional shares. At the effective time, each in-the-money EQRx option and EQRx RSU will be cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock. Each EQRx warrant, will, in accordance with its terms, automatically cease to represent a warrant exercisable for EQRx common stock and will become a warrant exercisable for the merger consideration that the holder of such EQRx warrant would have received if such EQRx warrant had been exercised immediately prior to the effective time. If the merger agreement is terminated under certain specified circumstances, either Revolution Medicines or EQRx may be required to pay or cause to be paid to the other party a termination fee of $25.0 million (in the case of a termination fee payable by EQRx) or $65.0 million (in the case of a termination fee payable by Revolution Medicines). In addition, if the merger agreement is terminated due to either party?s failure to obtain the applicable requisite stockholder approval under circumstances in which a termination fee is not payable, the party that failed to obtain the applicable requisite stockholder approval may be required to pay the other party expense reimbursement fees of up to $10.0 million. At the close of the transaction, one EQRx director will be designated by Revolution Medicines to serve on its board of directors. Upon completion of the transaction, EQRx shares will cease trading on the Nasdaq Global Market.

The transaction is subject to satisfaction of customary closing conditions, including regulatory review, and approval by Revolution Medicines? and EQRx?s stockholders, the shares of Revolution Medicines common stock to be issued as merger consideration being approved for listing on the Nasdaq Select, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, the SEC having declared effective the registration statement on Form S-4 filed by the Revolution Medicines. EQRx board of directors approved the transaction upon the unanimous recommendation of the EQRx transaction committee and resolved to recommend the adoption of the merger agreement by EQRx stockholders. The Board of Directors of Revolution Medicines has also approved the agreement. The merger is expected to close in November 2023.

Guggenheim Securities, LLC is acting as Revolution Medicines? financial advisor and Mark V. Roeder, Joshua M. Dubofsky and Ian Nussbaum Latham & Watkins LLP are serving as legal counsel. Goldman Sachs & Co. LLC is acting as lead financial advisor to EQRx. MTS Securities acted as financial advisor to EQRx and rendered fairness opinion to the EQRx board of directors. Stuart M. Cable, Lisa R. Haddad; Andrew Goodmana and Tevia Pollard of Goodwin Procter LLP are acting as legal counsel for EQRx. Morrow Sodali LLC acted as proxy solicitor to Revolution Medicines for a fee of approximately $15,000, plus reimbursement of reasonable expenses. MacKenzie Partners, Inc. acted as proxy solicitor to EQRx for a fee of $9,500, plus the reimbursement of out-of-pocket expenses. American Stock Transfer & Trust Company, LLC acted as transfer agent to Revolution Medicines and Continental Stock Transfer & Trust Company, N.A. acted as transfer agent to EQRx. Goldman Sachs will receive a transaction fee of approximately $16.8 million contingent upon consummation of the mergers. EQRx is required to pay MTS a fee of $2.5 million for rendering the MTS opinion.