Orchestra BioMed, Inc. executed a non-binding Business Combination Term Sheet to acquire Health Sciences Acquisitions Corporation 2 (NasdaqCM:HSAQ) from HSAC 2 Holdings, LLC, RTW Investments, LP and others on January 20, 2022. Orchestra BioMed, Inc. entered into an agreement and plan of merger agreement to acquire Health Sciences Acquisitions Corporation 2 from HSAC 2 Holdings, LLC, RTW Investments, LP and others for $93 million on July 4, 2022. The total consideration to be paid at Closing by HSAC2 to Orchestra security holders will be payable in shares of HSAC2 Common Stock at a fixed ratio (the ôExchange Ratioö) of 0.465 shares for each whole share of Orchestra common stock. Orchestra security holders will also have the option to receive a portion of additional contingent consideration of up to 8,000,000 shares of New Orchestra Common Stock in the aggregate (ôEarnout Considerationö). Orchestra security holders who wish to receive their pro rata share of the Earnout Consideration must agree to extend the Lock-up Period described below from 6 months to 12 months, pursuant to an Earnout Election Agreement.áUpon consummation of the Business Combination, HSAC2 will then change its name to ôOrchestra BioMed Holdings, Inc.ö and is expected to trade under ticker ôOBIOö. Upon closing, HSAC2Æs current board of directors will resign and be replaced by Orchestra BioMedÆs current board of directors.
The transaction is subject to approval by HSAC2 and Orchestra BioMedÆs stockholders, net tangible assets of at least $5,000,001 upon consummation of the Merger, listing approval, the Form S-4 shall have become effective, Preferred Stock conversion shall have been completed, minimum available cash condition, post-closing HSAC2 Board of Directors shall have been appointed and the satisfaction or waiver of certain other customary closing conditions. The Series D financing was not contingent on the consummation of the business combination. The boards of directors of both HSAC2 and Orchestra BioMed have unanimously approved the proposed transaction. The HSAC2 shareholder special meeting will take place on July 26, 2022 in connection with the business combination. As of July 26, 2022, the proposal to extend from August 6, 2022 to November 6, 2022, the date by which, HSAC2 has not consummated a deal has been approved. On October 31, 2022, the Directors of the Company elected to extend the deadline until December 6, 2022. The shareholders meeting of HSAC2 is scheduled on January 24, 2023. The transaction has been approved by the shareholders of HSAC2 on January 24, 2023. The business combination is expected to close in the fourth quarter of 2022. The transaction is expected to close in the first quarter of 2023. As of January 25, 2023, the transaction is expected to close in January 2023.
Jefferies LLC and Piper Sandler & Co acted as financial advisor to Orchestra BioMed. Chardan Capital Markets LLC and Barclays Capital Inc. acted as financial advisor to HSAC2. Sam Waxman, Yariv Katz, Lucas Rachuba, Todd Schneider, Keith Pisani and Amy Lawrence of Paul Hastings LLP acted as legal advisors for Orchestra BioMed. Giovanni Caruso of Loeb & Loeb LLP acted as legal counsel for HSAC2. Continental Stock Transfer & Trust Company acted as transfer agent, Morrow Sodali LLC with a service fee of $22,500 acted as information agent, Loeb & Loeb LLP and Cooley LLP acted as due diligence providers to HSAC2.
Orchestra BioMed, Inc. completed the acquisition of Health Sciences Acquisitions Corporation 2 (NasdaqCM:HSAQ) from HSAC 2 Holdings, LLC, RTW Investments, LP and others in a reverse merger transaction on January 26, 2023.