Item 7.01 Regulation FD Disclosure.
On October 6, 2022, PureTech Health plc ("PureTech") issued an announcement (the
"Rule 2.4 Announcement") pursuant to Rule 2.4 of the U.K. City Code on Takeovers
and Mergers noting recent press speculation and confirming that it has exchanged
indicative, non-binding proposals with Nektar Therapeutics (the "Company" or
"Nektar") regarding a possible combination.
A copy of the Rule 2.4 Announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.1), is being furnished to the U.S. Securities and Exchange
Commission and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements which are, or may be deemed
to be, "forward-looking statements" which are prospective in nature. All
statements, other than statements of historical fact, may be forward-looking
statements. They are based on current expectations and projections about future
events and are therefore subject to risks and uncertainties, which could cause
actual results to differ materially from the future results expressed or implied
by the forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Among other things, this Current Report on Form 8-K contains
forward-looking statements regarding the proposed combination and may include
statements about the benefits of the proposed combination, expected future
earnings, revenues and cost savings and other such items, based on Nektar's and
PureTech's plans, estimates and projections. These forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those predicted in any such forward-looking statements. Such
factors include, but are not limited to, the possibility that the proposed
combination will not be pursued, general business and economic conditions
globally, industry trends, competition, changes in government and other
regulation, changes in political and economic stability, disruptions in business
operations due to reorganization activities, interest rate and currency
fluctuations, the failure to satisfy the conditions of the proposed combination
if and when implemented (including approvals or clearances from regulatory and
other agencies and bodies) on a timely basis or at all, the inability of the
enlarged group to realize successfully any anticipated synergy benefits when
(and if) the proposed combination is implemented, the inability of the
(post-combination) enlarged group to integrate successfully Nektar's and
PureTech's operations when (and if) the proposed combination is implemented and
the combined company incurring and/or experiencing unanticipated costs and/or
delays or difficulties relating to the proposed combination when (and if) it is
implemented. Additional information concerning other risk factors is contained
in the Risk Factors section of Nektar's most recent report on Form 10-Q, filed
with the Securities and Exchange Commission on August 5, 2022, the contents of
which are not incorporated by reference into, nor do they form part of, this
Current Report on Form 8-K. Nektar does not assume any obligation to update the
forward-looking statements contained in this Current Report on Form 8-K, whether
written or oral, that may be made from time to time, whether as a result of new
information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Rule 2.4 Announcement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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