Item 8.01 Other Events
On March 15, 2021, Therapeutics Acquisition Corp. d/b/a Research Alliance Corp
I. ("RACA") and POINT Biopharma Inc. ("POINT") announced the execution of
definitive Business Combination Agreement, by and among RACA, Bodhi Merger
Sub, Inc. and POINT (as it may be amended, supplemented or otherwise modified
from time to time, the "Business Combination Agreement"). The Business
Combination Agreement provides, among other things, that on the terms and
subject to the conditions set forth therein, Bodhi Merger Sub, Inc. will merge
with and into POINT, with POINT surviving as a wholly-owned subsidiary of RACA
(the "Business Combination").
In connection with the Business Combination, RACA filed a registration statement
on Form S-4 (333-254600) (as amended the "Registration Statement") with the U.S.
Securities and Exchange Commission (the "SEC"). On June 9, 2021, the
Registration Statement was declared effective by the SEC. On June 9, 2021, RACA
filed a definitive proxy statement/prospectus relating to RACA's special meeting
of stockholders in lieu of the 2021 annual meeting (the "RACA Special Meeting")
to be held on June 29, 2021, to consider matters and transactions relating to
the Business Combination (the "Defintive Proxy Statement/Prospectus").
Since the initial filing of the Registration Statement, three purported
stockholders of RACA sent demand letters (the "Demand Letters") requesting that
RACA provide additional disclosures in an amendment to the Registration
Statement. RACA believes that the allegations in the Demand Letters are
meritless and no additional disclosure is required in the Registration
Statement. However, in order to avoid nuisance, cost and distraction, and to
preclude any efforts to delay the closing of the Business Combination, RACA
hereby voluntarily amends and supplements the Definitive Proxy
Statement/Prospectus with the supplemental disclosures (the "Supplemental
Disclosures") set forth below in this Current Report on Form 8-K (this
"Report"). RACA and the RACA Board deny any liability or wrongdoing in
connection with the Definitive Proxy Statement/Prospectus, and nothing in this
Report should be construed as an admission of the legal necessity or materiality
under applicable laws of any of the Supplemental Disclosures.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
The Supplemental Disclosures should be read in conjunction with the Definitive
Proxy Statement/Prospectus, which should be read in its entirety and is
available free of charge on the SEC's website at http://www.sec.gov. Page number
references below are to page numbers in the Definitive Proxy
Statement/Prospectus, and capitalized terms used but not defined herein have the
meanings set forth in the Definitive Proxy Statement/Prospectus. To the extent
the information in the Supplemental Disclosures differs from or conflicts with
the information contained in the Definitive Proxy Statement/Prospectus, the
information set forth in the Supplemental Disclosures shall be deemed to
supersede the respective information in the Definitive Proxy
Statement/Prospectus. Underlined text shows text being added to a referenced
disclosure in the Definitive Proxy Statement/Prospectus.
The disclosure on page 106 of the Definitive Proxy Statement/Prospectus is
hereby supplemented by amending and restating the first paragraph as follows:
Between January 5, 2021 and January 13, 2021, Mr. Simson and Tess Cameron, in
their capacity as advisors to RACA, and members of the POINT management team,
with the assistance of Perella Weinberg, exchanged e-mails, calls, and conducted
videoconferences regarding preliminary due diligence matters and preliminary
valuation discussions.
The disclosure on page 106 of the Definitive Proxy Statement/Prospectus is
hereby supplemented by amending and restating the fifth paragraph as follows:
On January 26, 2021, Mr. Simson sent a revised term sheet to representatives of
POINT's financial advisor, Perella Weinberg, which proposed, among other things,
a valuation of POINT vested equity of $520.1 million, which is consistent with
$565 million inclusive of unvested equity, a PIPE Investment of $137.5 million,
$40 million of which would be funded by an affiliate of the Sponsor, and a
mutual closing condition that an amount of cash available to the combined
company from RACA's "trust account" ​(after giving effect to
redemptions by RACA public shareholders) and the PIPE Investment be at least
$250 million. POINT indicated that they could not move forward at such a
valuation and cited numerous factors they believed should contribute to a higher
valuation, including pipeline program PNT2003 and manufacturing capabilities.
After careful consideration of transaction comparables, recent oncology IPOs,
and POINT's pipeline and manufacturing capabilities, RACA determined that a $585
million equity value, exclusive of unvested equity, was an appropriate equity
value. See the sections titled "The Board's Reasons for the Business
Combination" and "Business Combination Proposal - Summary of RACA Financial
Analysis - Precedent Transaction Comparables" for additional information
regarding the precedent transaction comparables analyses that the Board
considered as well as the post-money IPO valuation analysis prepared by the RACA
management team.
The disclosure on page 107 of the Definitive Proxy Statement/Prospectus is
hereby supplemented by amending and restating the fourth paragraph as follows:
On February 9, 2021, RACA and Jefferies LLC ("Jefferies") agreed that Jefferies
would act as RACA's financial advisor in connection with the Business
Combination and as its placement agent for the PIPE Investment. Jefferies was
selected by the Board due to its status as an internationally recognized
investment banking firm with substantial experience in prior successful SPAC
business combinations and in the healthcare industry. Jefferies will be entitled
to customary fees in its capacity as financial advisor to RACA in connection
with the Business Combination and as capital markets advisor for the syndication
process of the PIPE Investment, with payment due at, and conditioned upon, the
closing of the Business Combination.
Important Information About the Merger and Where to Find It
A full description of the terms of the Business Combination is provided in the
registration statement on Form S-4 (the "S-4 Registration Statement") filed with
the SEC by RACA, which includes a prospectus with respect to the combined
company's securities to be issued in connection with the Business Combination
and a proxy statement with respect to the stockholder meeting of RACA to vote on
the Business Combination. RACA urges its investors, stockholders and other
interested persons to read the definitive proxy statement/prospectus as well as
other documents filed with the SEC because these documents will contain
important information about RACA, POINT and the Business Combination. The
definitive proxy statement/prospectus included in the S-4 Registration Statement
was mailed on or about June 9, 2021 to RACA stockholders of record as of the
close of business on June 4, 2021. Stockholders are also able to obtain a copy
of the S-4 Registration Statement, including the definitive proxy
statement/prospectus, and other documents filed with the SEC without charge, by
directing a request to: Therapeutics Acquisition Corp., 200 Berkeley Street,
18th Floor, Boston, Massachusetts 02116. The definitive proxy
statement/prospectus included in the S-4 Registration Statement can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
RACA and POINT and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
Business Combination under the rules of the SEC. Information about the directors
and executive officers of RACA is set forth in RACA's final prospectus filed
with the SEC pursuant to Rule 424(b) of the Securities Act on July 9, 2020, and
is available free of charge at the SEC's website at www.sec.gov or by directing
a request to: Therapeutics Acquisition Corp., 200 Berkeley Street, 18th Floor,
Boston, Massachusetts 02116. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of RACA's
stockholders in connection with the proposed Business Combination are set forth
in the S-4 Registration Statement containing the proxy statement/prospectus for
the proposed Business Combination. These documents can be obtained free of
charge from the sources indicated above.
Forward Looking Statements
This Current Report contains forward-looking statements 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"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. 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
we believe that we have a reasonable basis for each forward-looking statement
contained in this Current Report, we caution you that these statements are based
on a combination of facts and factors currently known by us and our projections
of the future, about which we cannot be certain. Forward-looking statements in
this Current Report include, but are not limited to, statements regarding the
proposed Business Combination, including the timing and structure of the
Business Combination, the proceeds of the Business Combination, the initial
market capitalization of the combined company following the Closing and the
benefits of the Business Combination, as well as statements about the potential
attributes and benefits of POINT's product candidates and the format and timing
of POINT's product development activities and clinical trials. We cannot assure
you that the forward-looking statements in this Current Report will prove to be
accurate. These forward-looking statements are subject to a number of
significant risks and uncertainties that could cause actual results to differ
materially from expected results, including, among others, the ability to
complete the Business Combination due to the failure to obtain approval from
RACA's stockholders or satisfy other closing conditions in 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 outcome of any legal
proceedings that may be instituted against RACA or POINT following announcement
of the proposed Business Combination and related transactions, the impact of
COVID-19 on POINT's business and/or the ability of the parties to complete the
Business Combination, the ability to obtain or maintain the listing of RACA's
common stock on Nasdaq following the proposed Business Combination, costs
related to the proposed Business Combination, changes in applicable laws or
regulations, the possibility that RACA or POINT may be adversely affected by
other economic, business, and/or competitive factors, and other risks and
uncertainties, including those included under the header "Risk Factors" in the
S-4 Registration Statement filed by RACA with the SEC and those included under
the header "Risk Factors" in the final prospectus of RACA related to its initial
public offering. Most of these factors are outside RACA's and POINT's control
and are difficult to predict. Furthermore, if the forward-looking statements
prove to be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by us or any other
person that we will achieve our objectives and plans in any specified time
frame, or at all. The forward-looking statements in this Current Report
represent our views as of the date of this Current Report. We anticipate that
subsequent events and developments will cause our views to change. However,
while we may elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the extent
required by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date subsequent
to the date of this Current Report.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed
Business Combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of 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.
© Edgar Online, source Glimpses