Patient Square Capital, LP and Gurnet Point Capital Limited entered into a definitive agreement to acquire Radius Health, Inc. (NasdaqGM:RDUS) from Repertoire Partners LP, Velan Capital Investment Management LP and others for approximately $500 million on June 23, 2022. Under the terms of the merger agreement, an entity jointly owned by Gurnet Point and Patient Square will initiate a tender offer to acquire all of the outstanding shares of Radius for $10.00 per share in cash plus a CVR (Contingent Value Right) of $1.00 per share payable upon TYMLOS® (abaloparatide) net sales reaching $300 million (inclusive of U.S. sales and Japan royalties or supply payments based on supply of TYMLOS for sale in Japan) during any consecutive 12-month period prior to December 31, 2025. Each CVR represents the right to receive a contingent payment of $1.00 in cash. Velan Capital Investment Management LP and Repertoire Partners LP collectively one of the largest stockholders of Radius Health, Inc., with beneficial ownership of approximately 7.7% of the outstanding shares. Debt financing for this transaction will be provided by OrbiMed Advisors, LLC. Concurrently with the execution of the Merger Agreement, buyers entered into a debt commitment letter dated June 23, 2022, pursuant to which, and subject to the terms and conditions set forth therein, the commitment party thereto committed to provide, at the Effective Time, debt financing in an aggregate principal amount of $350 million to finance the transactions contemplated by the Merger Agreement and to pay related fees and expenses. Upon completion, Radius will become a private company and will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, nor be traded on Nasdaq Global Market. The Company plans to maintain operations in the Boston, MA and Wayne, PA areas. Upon termination of the Merger Agreement by Radius, under certain circumstances, Radius will be required to pay Parent a termination fee in an amount equal to $16.15 million. Additionally, upon termination of the Merger Agreement by Patient Square Capital, LP and Gurnet Point Capital Limited, Patient Square Capital, LP and Gurnet Point Capital Limited will be required to pay a termination fee in an amount equal to $22.64 million.

Consummation of the Offer is subject to certain conditions, including: (i) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement) the number of Shares validly tendered, and not validly withdrawn, is at least one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the “Minimum Condition”); (ii) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement), any waiting period (and any extensions thereof) and any approvals or clearances applicable to the consummation of the transactions contemplated by the Merger Agreement in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired or been terminated or obtained, as applicable, receipt of regulatory approvals and other conditions. The transaction is not subject to a financing condition. Transaction has been unanimously approved by the Radius Board. Radius' Board of directors unanimously recommends that Radius shareholders tender their shares in the tender offer. Upon the successful completion of the tender offer, any remaining shares of common stock of Radius that were not tendered in the tender offer will be canceled and converted into the right to receive the same consideration payable in the tender offer. The board of directors of Patient Square Capital, LP and Gurnet Point Capital Limited also approved the Offer. As of August 9, 2022, The required waiting period under the HSR Act with respect to the Offer and the Merger expired on August 8, 2022. As of June 27, 2022, the annual meeting of Radius is scheduled on July 26, 2022. Transaction is expected to close in the third quarter of 2022. As of August 9, 2022, the Offer is currently scheduled to expire on August 10, 2022.

J.P. Morgan Securities LLC acted as exclusive financial advisor to Radius Health, Inc. and Marc Rubenstein,Martin Crisp, Randy Bodner, Renata Ferrari of Ropes & Gray LLP serving as its legal advisors. Goldman Sachs & Co. LLC acted as exclusive financial advisor to Gurnet Point Capital and Patient Square Capital. Peter N. Handrinos and Leah R. Sauter of Latham & Watkins, LLP serving as Gurnet Point Capital's legal advisors and due diligence provider. Michael Weisser, Daniel E. Wolf, Jason Kanner, Mark Schwed, Shaun J. Mathew and Maggie Flores of Kirkland & Ellis LLP serving as Patient Square Capital's legal advisors. Covington & Burling LLP is serving as OrbiMed's legal advisor. J.P. Morgan Securities LLC acted as fairness opinion provider to Radius board. Morrow & Co., LLC acted as proxy solicitor and Innisfree M&A Inc. acted as information agent to Radius Health, Inc.

Patient Square Capital, LP and Gurnet Point Capital Limited completed the acquisition of Radius Health, Inc. (NasdaqGM:RDUS) from Repertoire Partners LP, Velan Capital Investment Management LP and others on August 10, 2022. As of August 10, 2022, 24,813,549 shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 52.1% of currently outstanding Shares. The number of Shares tendered into the Offer satisfies the Minimum Condition. All other conditions to the Offer having been satisfied or waived. As a result of its acceptance of the Shares tendered in the Offer, Patient Square Capital and Gurnet Point Capital acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of Radius pursuant to Section 251(h) of the DGCL. Following the consummation of the merger, all Shares will be delisted from NASDAQ and deregistered under the Exchange Act.”