MediPacific, Inc. entered into a definitive merger agreement to acquire Pardes Biosciences, Inc. (NasdaqGM:PRDS) from a group of shareholders for approximately $130 million on July 16, 2023. Pursuant to the terms of the merger agreement, MediPacific will commence a tender offer by July 28, 2023 to acquire all outstanding shares of Pardes for a price per share of not less than $2.02 in cash and an additional cash amount of not more than $0.17 per share at closing, plus a non-tradeable contingent value right (the CVR) associated with any future monetization of its COVID-19 antiviral portfolio and related intellectual property. If the Merger Agreement is terminated under certain circumstances, Pardes will be required to pay MediPacific a termination fee of $2.6 million.

Based upon the recommendation of the Special Committee and with the assistance of legal and financial advisors, the disinterested members of the Pardes Board of Directors have unanimously determined that the acquisition is in the best interests of all Pardes stockholders not affiliated with Foresite and have unanimously approved the merger agreement. Closing of the tender offer is subject to certain conditions, including the tender of Pardes shares representing at least a majority of the total number of outstanding shares not held by affiliates of the Purchaser as of immediately following the consummation of the offer; Pardes having at least $125 million of net cash at closing; and other customary conditions. MediPacific board also approved the agreement. Immediately following the closing of the tender offer, Pardes will merge with a subsidiary of the Purchaser, and all remaining shares not tendered in the offer, other than dissenting shares and shares held by Purchaser or Pardes, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the tender offer. The acquisition is expected to close in the third quarter of 2023.

Leerink Partners is acting as exclusive financial advisor and Douglas N. Cogen, Ethan A. Skerry, Jeremy R. Delman, Ran Ben-Tzur, Jennifer J. Hitchcock, Key Shin, Matthew Cantor and Michael Knobler of Fenwick & West LLP acting as legal counsels to Pardes. Jeffrey D. Marell, Austin S. Pollet, Luke Jennings, Lindsey L. Wiersma, Usman Arain, Laura T. Schnaidt, Jason S. Tyler, Andrea K. Wahlquist Brown, Matthew B. Jordan, Patrick N. Karsnitz, Jonathan H. Ashtor, Andrew G. Gordon and Steven C. Herzog of Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal counsels to MediPacific. The Special Committee received the written opinion of Leerink Partners LLC, as independent financial advisor to the Special Committee.

MediPacific, Inc. completed the acquisition of Pardes Biosciences, Inc. (NasdaqGM:PRDS) from a group of shareholders on August 31, 2023. As a result of the Merger, Pardes became a wholly owned subsidiary of MediPacific. As previous disclosed, MediPacific will acquire all outstanding shares of Pardes for a price per share of not less than $2.02 in cash and an additional cash amount of not more than $0.17 per share at closing. At closing, MediPacific successfully completed the tender offer to acquire all of Pardes outstanding shares of common stock for a per share price of $2.13 in cash. Prior to the opening of trading on The Nasdaq Stock Market LLC (Nasdaq) on August 31, 2023, all shares of Pardes common stock ceased trading on Nasdaq, and Pardes intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended. Continental Stock Transfer & Trust Company acted as information agent to MediPacific.