PureTech Health plc (LSE:PRTC) made an offer to acquire the remaining 76.7% stake in Gelesis Holdings, Inc. (NYSE:GLS) from Pacific Investment Management Company LLC, Hpso Spv Limited, SSD2 LLC, Cms Medical Venture Investment (HK) Limited and others for $12.7 million on April 2, 2023. PureTech Health plc submitted a revised proposal to acquire the remaining 76.7% stake in Gelesis Holdings, Inc. (NYSE:GLS) from Pacific Investment Management Company LLC, Hpso Spv Limited, SSD2 LLC, Cms Medical Venture Investment (HK) Limited and others for $3.0 million in cash on April 19, 2023. PureTech will acquire all of the outstanding capital stock of Gelesis for $0.21 per share, payable in shares of PureTech. As of May 2, 2023, PureTech Health plc submitted second revised proposal to acquire the remaining 77.2% stake in Gelesis Holdings, Inc. (NYSE:GLS) from Pacific Investment Management Company LLC, Hpso Spv Limited, SSD2 LLC, Cms Medical Venture Investment (HK) Limited and others for $3.5 million in cash on April 27, 2023.

PureTech Health plc (LSE:PRTC) entered into an agreement to acquire the remaining 77.2% stake in Gelesis Holdings, Inc. (NYSE:GLS) from Pacific Investment Management Company LLC, Hpso Spv Limited, SSD2 LLC, Cms Medical Venture Investment (HK) Limited and others for $3.4 million on June 12, 2023. Pursuant to merger agreement, Gelesis Holdings shareholders will receive $0.05664 in cash for each share owned. Beginning on the date of the Merger Agreement and continuing until July 1, 2023, Gelesis can solicit alternative acquisition proposals from third parties, including furnishing non-public information to such third parties in connection with such acquisition proposals pursuant to an acceptable confidentiality agreement and continue, enter into and otherwise participate in discussions or negotiations with third parties with respect to such acquisition proposals. Gelesis will be required to pay PureTech a termination fee in the amount of $350,000.

In connection with our offer, PureTech prepared to provide up to an additional $5 million of senior secured financing to fund day-to-day operations at Gelesis. The transaction is subject to approval by PureTech?s board of directors and a special committee of the Gelesis?s board of directors and negotiation of definitive transaction documents as well as Gelesis negotiating a substantial reduction of its outstanding indebtedness on terms acceptable to PureTech. PureTech proposal is also contingent upon approval by a majority of the outstanding Gelesis shares not owned by PureTech or its affiliates. The transaction is also subject to the receipt of certain other consents and approvals from the noteholders of Gelesis and the receipt of clearances or expirations of waiting periods under certain antitrust laws and foreign investment screening laws. The transaction is not subject to a financing condition. The Merger Agreement was approved unanimously by the board of directors of Gelesis Holdings. PureTech board of directors approved the transaction. Joshua M. Dubofsky and Ian Nussbaum acted as legal advisors to PureTech. James T. Barrett, Jean A. Lee and Jeffrey A. Letalien of Goodwin Procter LLP acted as legal advisor to Gelesis. Chris Gregory of Lincoln International LLC is the financial advisor to special committee of Gelesis board and provided the fairness opinion to Gelesis. Continental Stock Transfer & Trust Company acted as a transfer agent to Gelesis. Gelesis has engaged Mackenzie Partners, Inc. to assist in the solicitation of proxies for the Special Meeting. Gelesis estimates that it will pay the Proxy Solicitor a fee of $15,000.00, plus reimbursement of related expenses.

PureTech Health plc (LSE:PRTC) cancelled the acquisition of the remaining 76.7% stake in Gelesis Holdings, Inc. (NYSE:GLS) from Pacific Investment Management Company LLC, Hpso Spv Limited, SSD2 LLC, Cms Medical Venture Investment (HK) Limited and others on October 12, 2023.