Item 8.01 Other Events
Supplemental Disclosures to Proxy Statement
As previously disclosed, on May 1, 2021, Montes Archimedes Acquisition Corp.
("MAAC" or the "Company"), entered into a Business Combination Agreement (as it
may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement"), by and among MAAC, Roivant Sciences Ltd., a
Bermuda exempted limited company ("Roivant"), and Rhine Merger Sub, Inc., a
Delaware corporation.
On May 29, 2021, July 13, 2021, August 25, 2021, August 26, 2021 and September
20, 2021, MAAC received letters (the "Shareholder Letters") on behalf of
purported stockholders of MAAC claiming certain allegedly material omissions in
the preliminary proxy statement filed on May 14, 2021 and/or the definitive
proxy statement filed on August 10, 2021 by MAAC in connection with the
transactions contemplated by the Business Combination Agreement (together, the
"Business Combination"). As noted above, on August 10, 2021, MAAC filed the
definitive proxy statement relating to the Business Combination (the "Definitive
Proxy Statement").
While MAAC believes that the disclosures set forth in the preliminary proxy
statement and Definitive Proxy Statement comply fully with applicable law, in
order to avoid nuisance, cost and distraction, and to preclude any efforts to
delay the closing of the Business Combination, MAAC has determined to
voluntarily supplement the Definitive Proxy Statement with the supplemental
disclosures set forth below (the "Supplemental Disclosures"). Nothing in the
Supplemental Disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein. To
the contrary, MAAC specifically denies all allegations in the Stockholder
Letters that any additional disclosure was or is required. MAAC believes the
Stockholder Letters are without merit.
Supplemental Disclosures to Definitive Proxy Statement
The following supplemental information should be read in conjunction with the
Definitive Proxy Statement, which should be read in its entirety. All
page references are to pages in the Definitive Proxy Statement, and terms used
below, unless otherwise defined, have the meanings set forth in the Definitive
Proxy Statement. Underlined text shows text being added to a referenced
disclosure in the Definitive Proxy Statement.
The following disclosure replaces the fifth paragraph under the heading
"Business Combination - The Business Combination Agreement - Background of the
Business Combination" on page 170 of the Definitive Proxy Statement.
During this search, MAAC and MAAC Sponsor initiated contact with or were
contacted by various representatives regarding more than 70 potential business
combination targets that represent a broad array of potential targets across the
healthcare industry, which encompasses, among other things, biopharmaceuticals,
pharmaceutical value chain, medical devices, diagnostics, providers, digital
health and consumer health. Notably, on October 7, 2020, Mr. Matthew Gline, then
Roivant's Chief Financial Officer and currently Roivant's Chief Executive
Officer, contacted Mr. James C. Momtazee, the Chairman and Chief Executive
Officer of MAAC, by email to congratulate Mr. Momtazee on the pricing of the
MAAC initial public offering. Mr. Gline also expressed an interest in scheduling
a time at a future date for Mr. Vivek Ramaswamy, then Roivant's Chief Executive
Officer and currently Roivant's Executive Chairman, Mr. Gline and Mr. Momtazee
to discuss Roivant and its business. Mr. Momtazee had known Mr. Ramaswamy and
Mr. Gline for a number of years prior to Mr. Gline reaching out and proposing a
discussion. Mr. Momtazee met Mr. Ramaswamy in 2015 when Mr. Momtazee served as
the Head of KKR's Americas Health Care team. Subsequently, after Mr. Gline
joined Roivant, Mr. Ramaswamy introduced Mr. Momtazee to Mr. Gline.
Mr. Momtazee stayed in touch intermittently with Messrs. Ramaswamy and Gline
since initially meeting them.
The following disclosure replaces the first paragraph under the heading "Summary
of MAAC Financial Analysis -Interests in Material Private Vants" on page 186 of
the Definitive Proxy Statement.
With respect to the material private Vants, MAAC's management reviewed the
market capitalizations of comparable publicly traded companies and, with respect
to Dermavant, performed a selected precedent transaction analysis for two
comparators (Otezla, which was acquired by Amgen on November 20, 2019, and
Anacor Pharmaceuticals, which was acquired by Pfizer on June 24, 2016), in each
case selected based on the experience and the professional judgment of MAAC's
management. While more companies could have been included, MAAC management
selected the companies below based on the targeted disease of the Vant's
development program, comparable stage of drug development, comparable drug
mechanism of action, comparable target indications or comparable technologies.
In particular, MAAC selected publicly traded companies that are oriented towards
(a) atopic dermatitis and plaque psoriasis treatment, (b) sickle cell gene
therapy, (c) targeted protein degrader platforms, and (d) computational small
molecule discovery engines, in each case that MAAC deemed relevant for analysis.
The following disclosure replaces the second paragraph under the heading
"Executive Compensation -MAAC" on page 384 of the Definitive Proxy Statement.
None of our executive officers or directors have received any cash compensation
for services rendered to us. In addition, the MAAC Sponsor, our executive
officers and directors, and any of their respective affiliates will be
reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due
diligence on suitable business combinations. Our audit committee reviews on a
quarterly basis all payments that were made to the MAAC Sponsor, our executive
officers or directors, or our or their affiliates. Any such payments prior to an
initial business combination will be made using funds held outside the Trust
Account. Other than quarterly audit committee review of such reimbursements, we
do not have any additional controls in place governing our reimbursement
payments to our directors and executive officers for
their out-of-pocket expenses incurred in connection with our activities on our
behalf in connection with identifying and completing an initial business
combination. Other than these payments and reimbursements, no compensation of
any kind, including finder's and consulting fees, will be paid by MAAC to the
MAAC Sponsor, MAAC's executive officers and directors, or any of their
respective affiliates, prior to completion of our initial business combination.
At the time the terms of the Business Combination were negotiated, MAAC and
Roivant discussed, and ultimately agreed, that James C. Momtazee would continue
to serve as a director of Roivant following the closing of the Business
Combination. MAAC is not aware of any other discussions concerning any
post-closing employment or service arrangements involving any MAAC director or
officer, on the one hand, and Roivant, on the other hand.
Additional Information
In connection with the proposed business combination (the "Business
Combination") between MAAC and Roivant, Roivant has filed a registration
statement on Form S-4 (the "Registration Statement") with the SEC that includes
a definitive prospectus with respect to Roivant's securities to be issued in
connection with the Business Combination and a definitive proxy
statement/prospectus with respect to the stockholder meeting of MAAC to vote on
the Business Combination. Stockholders of MAAC and other interested persons are
encouraged to read the definitive proxy statement/prospectus filed by MAAC with
the SEC on August 10, 2021 (the "Definitive Proxy Statement") in connection with
MAAC's solicitation of proxies, as well as the annexes thereto and the other
documents to be filed with the SEC because these documents contain important
information about MAAC, Roivant and the Business Combination. The Definitive
Proxy Statement was declared effective on August 10, 2021 and was mailed to
stockholders of MAAC as of August 10, 2021, the record date established for
voting on the Business Combination. Stockholders of MAAC may also obtain a copy
of the Definitive Proxy Statement and other documents filed or to be filed with
the SEC without charge, by directing a request to: Montes Archimedes Acquisition
Corp., 724 Oak Grove Ave., Suite 130, Menlo Park, California 94025. The
Definitive Proxy Statement can also be obtained, without charge, at the SEC's
website (www.sec.gov).
Participants in the Solicitation
MAAC, Roivant, their affiliates, and their respective directors and executive
officers may be considered participants in the solicitation of proxies with
respect to the Business Combination described in this communication under the
rules of the SEC. Information about the directors and executive officers of MAAC
and their ownership is set forth in MAAC's filings with the SEC, including the
Definitive Proxy Statement, Form 10-K for the year ended December 31, 2020 (as
amended on May 14, 2021) and subsequent filings, including on Form 10-Q and
Form 4, all of which are or will be available free of charge at the SEC's
website at www.sec.gov or by directing a request to: Montes Archimedes
Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo Park, California 94025.
Additional information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the MAAC stockholders in
connection with the Business Combination is set forth in the Definitive Proxy
Statement. These documents can be obtained free of charge from the sources
indicated above.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on beliefs and
assumptions and on information currently available. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including strategies or plans as they relate to the Business
Combination, are also forward-looking statements. These statements involve
risks, uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
each of MAAC and Roivant believes that it has a reasonable basis for each
forward-looking statement contained in this communication, each of MAAC and
Roivant caution you that these statements are based on a combination of facts
and factors currently known and projections of the future, which are inherently
uncertain. In addition, risks and uncertainties are described in the Definitive
Proxy Statement relating to the Business Combination and other documents filed
by MAAC or Roivant from time to time with the SEC. These filings may identify
and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements in this communication
include, but are not limited to, statements regarding the Business Combination,
including the timing and structure of the transaction, the proceeds of the
transaction and the benefits of the transaction. Neither MAAC nor Roivant can
assure you that the forward-looking statements in this communication will prove
to be accurate. These forward-looking statements are subject to a number of
risks and uncertainties, including, among others, the ability to complete the
Business Combination due to the failure to satisfy certain closing conditions in
the Business Combination Agreement, the occurrence of any event that could give
rise to the termination of the Business Combination Agreement, the ability to
recognize the anticipated benefits of the Business Combination, the amount of
redemption requests made by MAAC's public stockholders, costs related to the
transaction, the impact of the global COVID-19 pandemic, the risk that the
transaction disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination, the outcome of any
potential litigation, government or regulatory proceedings and other risks and
uncertainties, including those included under the heading "Risk Factors" in the
Definitive Proxy Statement. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a
representation or warranty by MAAC, Roivant, their respective directors,
officers or employees or any other person that MAAC and Roivant will achieve
their objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the views of MAAC and
Roivant, as applicable, as of the date of this communication. Subsequent events
and developments may cause that view to change. However, while MAAC and Roivant
may elect to update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the extent required by
applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of MAAC or Roivant as of any date
subsequent to the date of this communication.
No Offer
This communication is for informational purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy any securities pursuant to
the proposed transaction or otherwise, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
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