Jounce Therapeutics, Inc. (NasdaqGS:JNCE) have reached an agreement to acquire Redx Pharma Plc (AIM:REDX) from a group of sellers and other shareholders for £58.1 million on February 23, 2023. Under the terms of the Business Combination, Redx shareholders shall be entitled to receive 0.2105 Jounce shares in exchange for each Redx Share. The offer is to be implemented by means of a Scheme of Arrangement. Immediately following completion of the Business Combination, Redx shareholders will own approximately 63% and Jounce shareholders will own approximately 37% of the share capital of the Enlarged Group.

Following completion of the Business Combination, the board of the Enlarged Group is expected to have nine members including; Jane Griffiths, currently Redx Chair will become the non-executive chair, Lisa Anson currently Redx Chief Executive Officer will become the Chief Executive Officer and an executive director, Peter Collum currently Redx Chief Financial Officer will become the Chief Financial Officer of the Enlarged Group and the board of the Enlarged Group will include directors from Redx and Jounce in line with the relative shareholding percentages. Jounce has received irrevocable undertakings to, subject to certain exceptions, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 89,667,223 Redx shares representing, in aggregate, approximately 76.6%. The boards of Redx Pharma and Jounce Therapeutics unanimously recommended the Scheme. The Scheme is subject to court approval, the approval of Redx and Jounce shareholders, Hart-Scott-Rodino Antitrust approval, applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority. The Business Combination is currently expected to complete during the second quarter of 2023.

Richard Girling, Hadleigh Beals and Alexander Elias of CenterviewPartners UK LLP provided independent financial advice to Redx directors. Matt Davies of SPARK Advisory Partners Limited and David Wilson and Claes Spång of WG Partners LLP acted as financial adviser and Cooley (UK) LLP acted as legal advisor to Redx. Tanya Joseph, Erik Schuchard and Giles Roshier of Cowen Execution Services Limited acted as financial adviser and Ropes & Gray LLP together with Ropes & Gray International LLP acted as legal adviser to Jounce. Equiniti Limited acted as registrar of Jounce. Sidley Austin LLP acted as legal advisor of Redmile Group.

Jounce Therapeutics, Inc. (NasdaqGS:JNCE) completed the acquisition of Redx Pharma Plc (AIM:REDX) from a group of sellers and other shareholders on March 27, 2023.