Item 7.01. Regulation FD Disclosure.
Roivant Sciences Ltd. ("Roivant") filed a Schedule 13D disclosing that it
entered into a Share Purchase Agreement, dated August 2, 2021 (the "Share
Purchase Agreement"), with Immunovant, Inc. ("Immunovant"), pursuant to which
Roivant agreed to purchase 17,021,276 shares of common stock of Immunovant for
an aggregate purchase purchase of $200,000,000. In such Schedule 13D, Roivant
further disclosed that, as a result of the Share Purchase Agreement, Roivant and
Immunovant do not intend to further pursue a potential acquisition by Roivant of
all of the issued and outstanding shares of stock of Immunovant not currently
owned by Roivant.
The information in this Item 7.01 is furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of
Montes Archimedes Acquisition Corp. ("MAAC") under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report will not be deemed an admission as
to the materiality of any information of the information in this Item 7.01.
Additional Information
In connection with the proposed business combination (the "Business
Combination") between MAAC and Roivant, Roivant has filed Amendment No. 2 to the
registration statement on Form S-4 (the "Registration Statement") with the SEC
that includes a prospectus with respect to Roivant's securities to be issued in
connection with the Business Combination and a proxy statement 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 preliminary proxy statement/prospectus, 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. After
the Registration Statement is declared effective, the definitive proxy
statement/prospectus will be mailed to stockholders of MAAC as of a record date
to be established for voting on the Business Combination. Stockholders of MAAC
may also obtain a copy of the Registration Statement, including the proxy
statement/prospectus, 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 proxy
statement/prospectus to be included in the Registration Statement, once
available, 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 its
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 Registration Statement containing the preliminary proxy
statement/prospectus filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
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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
Registration Statement relating to the Business Combination filed by Roivant
with the SEC 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 obtain approval from MAAC's stockholders or satisfy other closing
conditions in the definitive agreement relating to the Business Combination (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
Registration Statement filed by Roivant with the SEC and those included under
the heading "Risk Factors" in MAAC's annual report on Form 10-K for year ended
December 31, 2020 (as amended on May 14, 2021) and in its subsequent quarterly
reports on Form 10-Q and other filings with the SEC. 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.
Disclaimer
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Business
Combination and does not constitute an offer to sell or a solicitation of an
offer to buy any securities of MAAC or Roivant, 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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