Immatics biotechnologies GmbH entered into an agreement to acquire ARYA Sciences Acquisition Corp. (NasdaqCM:ARYA) in a reverse merger transaction for $350 million on March 17, 2020. In accordance with the terms and subject to the conditions of the business combination agreement, the consideration to be received by the shareholders of Immatics in connection with the transaction contemplated under the business combination agreement shall be an aggregate number of Immatics B.V. ordinary shares equal to (a) $350,000,000 (subject to downward adjustments for certain changes in control costs as set forth in the business combination agreement and assuming that all shareholders of Immatics have agreed to participate in the transaction), divided by (b) $10.00. In addition, the holders of Immatics stock appreciation rights may also be entitled to receive a portion of the transaction consideration otherwise payable to Immatics shareholders pursuant to the preceding sentence. Each ARYA shareholder will receive one Immatics B.V. Ordinary Share per ARYA ordinary share, as set forth above. Cash held in the trust account net of redemptions and the proceeds of the Private Placement, less the transaction costs of the business combination, will be received by Immatics B.V. and used for general corporate purposes after the business combination. Immatics´ shareholders will receive 35 million shares of the newly established Immatics N.V. in exchange for their existing Immatics shares, as contemplated by the terms of the business combination agreement. Current shareholders of Arya will also become shareholders of Immatics N.V. and will exchange their ordinary shares and warrants of Arya for ordinary shares and warrants of Immatics N.V. on a one for one basis. Existing Immatics shareholders and management are retaining 100% of their equity. Assuming that no Arya shareholders elect to redeem their shares and participation by all Immatics shareholders participate in the transaction, it is estimated that the current shareholders of Immatics will own approximately 61% of the issued and outstanding shares in the combined company at closing. Concurrently with the execution of the Business Combination Agreement, ARYA and Immatics entered into subscription agreements with certain investors pursuant to which, among other things, such investors agreed to subscribe for and purchase and Immatics agreed to issue and sell to such investors, 10,415,000 Immatics Ordinary Shares for an aggregate of $104,150,000 in proceeds. Upon closing, it is expected that Immatics N.V. will be publicly traded on Nasdaq Capital Market under the ticker symbol IMTX. Immatics will continue to operate under the Immatics management team headed by Chief Executive Officer Harpreet Singh and Adam Stone is expected to serve on the supervisory board of Immatics N.V. after the consummation of the proposed business combination. Current executive officers of Immatics, Harpreet Singh, Chief Executive Officer, Thomas Ulmer, Chief Financial Officer, Carsten Reinhardt, Chief Medical Officer, Rainer Kramer, Chief Business Officer, and Toni Weinschenk, Chief Technology Officer, Steffen Walter, Chief Scientific Officer US, and Stephen Eck, Chief Medical Officer US, are intended to continue to serve as executive officers upon consummation of the business combination. Consummation of the transactions contemplated by the business combination agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including the approval of ARYA’s shareholders and Immatics shareholders. In addition, consummation of the transactions contemplated by the business combination agreement is subject to other closing conditions, including, listing approval, Immatics B.V. has at least $5,000,001 of net tangible assets remaining, among others: the registration statement to be filed by Immatics has become effective; the proceeds from the private placement shall be equal to or greater than $100,000,000. Immatics will receive gross proceeds of up to $252 million at the closing of the transaction and will continue to operate under the Immatics management team headed by Chief Executive Officer Harpreet Singh. The Boards of Directors of Immatics and ARYA Sciences have approved the transaction. Board of ARYA recommends shareholders to vote in favor of the transaction. As on June 29, 2020, the transaction was approved by the shareholders of Arya Sciences. Completion of the transaction is expected in the second quarter of 2020. As of June 29, the transaction will be completed in the coming days. Goldman Sachs International is acting as lead financial advisor with BofA Securities, SVB Leerink and Kempen serving as financial advisors to Immatics. Jefferies LLC is acting as financial and capital markets advisor to ARYA Sciences Acquisition Corp. as well as sole private placement agent. Chardan Capital Markets LLC is also serving as advisor to Arya. Jocelyn M. Arel, Mitchell S. Bloom, Chukwudi Udeogalany, Rob Intile, Kristen Kennedy, Edwin O’Connor, Patricia Mets, Humza Bokhari, Jake Plotnik, Sarah Bock, James Devendorf, Theresa Kavanaugh, Megan Gustafson, Daniel Karelitz, Alex Apostolopoulos, Nicole Spiteri, Roger Cohen, Stephanie Philbin, Steven Tjoe, Jennifer Fay, Tiara Quintana, Deborah Birnbach, Alicia Rubio-Spring, Paul Jin, Kara Kuritz and Michael R. Patrone of Goodwin Procter LLP, Elianne Lassooij, Bob van Zijl, Dex Destombes, Reinout Slot, Tjeerd Hoekstra and Elisabeth Anne von Meijenfeldt of CMS Derks Star Busmann N.V. and Stefan-Ulrich Müller, Jörg Schrade, Tilman Weichert, Clair Wermers, Jörg Schrade and Martijn van der Bie of CMS Legal Services EEIG are acting as legal advisors to Immatics. Ryan Brissette, Jonathan Davis, Christian Nagle, Peter Seligson, Sara Zablotney, Michael Krasnovsky, Volkmar Bruckne and Oded Shein of Kirkland & Ellis LLP is acted as legal advisors to ARYA Sciences Acquisition. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali acted as proxy solicitor for ARYA. ARYA has agreed to pay Morrow a fee of $22,500. WithumSmith+Brown, PC provided its auditor’s report on financial statements of ARYA and PricewaterhouseCoopers GmbH provided its report on financial statements of Immatics. Immatics Biotechnologies GmbH (NasdaqCM:IMTX) completed the acquisition of ARYA Sciences Acquisition Corp. (NasdaqCM:ARYA) in a reverse merger transaction on July 1, 2020. Post-closing and In conjunction with the NASDAQ listing, Michael Atieh, Paul Carter, Heather Mason and Adam Stone joined Immatics' board as new members. Christof Hettich remains a Supervisory Board member and Peter Chambre continues to serve as the Chairman of the Supervisory Board. The acquisition is approved by shareholders of Immatics biotechnologies.