Today's News |
Zymeworks Announces Plan To Become A Delaware Corporation
Monday, July 25, 2022Company Profile | Follow Company
Vancouver, BC, July 25, 2022--(T-Net)--Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company developing multifunctional biotherapeutics, has announced its intention to become a Delaware corporation ("New Zymeworks"), subject to receipt of necessary shareholder, stock exchange, and court approvals.
Zymeworks believes that becoming a Delaware corporation (the "Redomicile") will enhance long-term value for shareholders, help reduce certain administrative costs and complexities related to its future operations, including future monetization and partnering opportunities for its R&D programs, and better position the Company for future growth.
The Company also believes that becoming a Delaware corporation may provide greater opportunities to expand its institutional investor base and may enable New Zymeworks to be eligible for inclusion in certain leading indices, such as the Russell and S&P indices, providing opportunities to be more closely aligned with its peers in the biotechnology sector.
"Becoming a Delaware corporation is an important part of our overall plan to reduce organizational and legal complexity and certain duplicative administrative costs. We believe that becoming a Delaware corporation is the right strategic move to align with both our current and prospective U.S. -based shareholders and our future operational structure," said Kenneth Galbraith, Chair and CEO of Zymeworks.
"Since our founding in 2003 in British Columbia, Zymeworks' U.S. presence has grown significantly. We have a U.S. stock listing, and the majority of our current shareholder base, nearly half our employees, and all but one of our independent directors are located in the U.S. Vancouver will remain an important and significant hub for our operations, including our early R&D laboratories working on the next-generation of antibody-drug conjugates and multi-specific antibody therapeutics."
Zymeworks anticipates that the Redomicile will conclude in the fourth quarter of 2022, pending necessary shareholder, stock exchange, and court approval. Once the Redomicile is complete, New Zymeworks will continue under the current Zymeworks name and brand, and will continue to maintain significant operations in both Canada and the United States. In addition, the Company is currently planning to expand its operations to Europe and Asia.
To effect the Redomicile, Zymeworks will conduct a share exchange, pursuant to which holders of Zymeworks' common shares will exchange their Zymeworks common shares for shares of common stock of New Zymeworks or, at their election with respect to all or a portion of their Zymeworks common shares and subject to applicable eligibility criteria and an overall cap, exchangeable shares in the capital of a newly formed indirect subsidiary of New Zymeworks.
A special meeting of Zymeworks security holders will be held to approve the Redomicile. The Redomicile requires the affirmative vote of two-thirds of votes cast at the special meeting, as well as approvals by the New York Stock Exchange (the "NYSE") and the Supreme Court of British Columbia. A preliminary proxy statement/prospectus on Form S-4 will be filed by New Zymeworks with the U.S. Securities and Exchange Commission (the "SEC") and applicable Canadian securities regulatory authorities. It is expected that, immediately prior to the effective time of the Redomicile, shares of common stock of New Zymeworks will be listed on the NYSE under Zymeworks' current ticker symbol: "ZYME".
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company dedicated to the discovery, development and commercialization of next-generation multifunctional biotherapeutics. Zymeworks' suite of therapeutic platforms and its fully integrated drug development engine enable precise engineering of highly differentiated product candidates.
Zymeworks' lead clinical candidate, zanidatamab, is a novel Azymetric™ HER2-targeted bispecific antibody currently being evaluated in multiple Phase 1, Phase 2, and pivotal clinical trials globally as a targeted treatment option for patients with solid tumors that express HER2. Zymeworks' second clinical candidate, ZW49, is a novel bispecific HER2 -targeted antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of zanidatamab with Zymeworks' proprietary ZymeLink™ linker and cytotoxin.
Zymeworks is also advancing a deep preclinical pipeline in oncology (including immuno-oncology agents) and other therapeutic areas. In addition, its therapeutic platforms are being leveraged through strategic partnerships with global biopharmaceutical companies.
Important Information for Investors and Securityholders
This communication is not intended to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law. In connection with the proposed Redomicile, Zymeworks will cause its subsidiary Zymeworks Delaware Inc., a Delaware corporation ("New Zymeworks"), to file a registration statement on Form S-4, which will include New Zymeworks' prospectus as well as Zymeworks' proxy statement (the "Proxy Statement/Prospectus"), with the SEC and the appropriate Canadian securities regulatory authorities. Zymeworks plans to mail the definitive Proxy Statement/Prospectus to its shareholders and holders of its warrants and outstanding equity awards in connection with the proposed Redomicile. INVESTORS AND SECURITYHOLDERS OF ZYMEWORKS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ZYMEWORKS, NEW ZYMEWORKS, THE REDOMICILE, AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Zymeworks or New Zymeworks through the website maintained by the SEC at www.sec.gov ("EDGAR"). Investors and securityholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with Canadian securities regulatory authorities by Zymeworks, through the website maintained by the Canadian Securities Administrators at www.sedar.com ("SEDAR"). In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC and Canadian securities regulatory authorities on Zymeworks' website at www.zymeworks.com or by contacting Zymeworks' corporate secretary.
Participants in the Solicitation
Zymeworks and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed Redomicile. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the securityholders of Zymeworks in connection with the proposed Redomicile, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC and Canadian securities regulatory authorities. Additional information regarding Zymeworks' directors and executive officers is also included in Zymeworks' Amendment No. 1 to the Annual Report on Form 10-K/A, which was filed with the SEC and Canadian securities regulatory authorities on May 2, 2022. This document is available free of charge as described above.
Cautionary Note Regarding Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements that relate to Zymeworks' clinical development of its product candidates, related clinical trials, potential therapeutic effects of zanidatamab,Zymeworks' preclinical pipeline, and other information that is not historical information. [ MORE ] |
Other Recent Company News |
||||||||||||||||||||
|