OncoMed is undertaking a restructuring that will involve a significant reduction in its workforce, while maintaining a core employee base to meet the obligations for the ongoing OncoMed operations and clinical programs in an efficient manner and will include the retention of key employees who will join Mereo after the completion of the Transaction.
Other Information
The Transaction constitutes a substantial transaction for Mereo for the purposes of Rule 12 of the AIM Rules.
Application is expected to be made at the time of completion of the Transaction to the LondonStock Exchange for the new Ordinary Shares in respect of the Transaction to be admitted to tradingon AIM and which are to be issued to OncoMed shareholders by means of the issue of aproportionate number of Mereo ADRs expected to be admitted to trading on the NASDAQ Stock Market LLC trading platform (“NASDAQ”).
The Transaction is subject to customary closing conditions including, among other things, approvalof the transaction by shareholders of OncoMed, the listing of the Mereo ADRs on NASDAQ and the admission to trading of the Ordinary Shares to be issued in connection with the Transaction on AIM.
The Company expects to publish and file with the SEC a Registration Statement on FormF-4, which will include a proxy statement of OncoMed that also constitutes a prospectus of Mereo under SEC filing rules.
In total, the Company has received irrevocable undertakings to support the Transaction of Mereo shareholders in respect of holdings totalling, in aggregate, 36,949,063 Mereo Ordinary Shares, representing 51.9% of Mereo’s existing Ordinary Shares currently in issue. In total, OncoMed has received irrevocable undertakings to vote in favour of the resolutions to effect the Transaction to be proposed at the general meeting of OncoMed shareholders in respect of holdings totalling, in aggregate, 4,130,907 OncoMed shares of common stock, representing 10.69% of OncoMed’s outstanding shares of common stock.
Analyst and Investor Call Information
Mereo’s Chief Executive Officer, Dr Denise Scots-Knight, and OncoMed’s President and Chief Executive Officer, Dr John Lewicki, will host a live joint conference call and webcast at 8:30 a.m. Eastern Time (1:30 p.m. GMT) today to discuss the combination of Mereo and OncoMed.
The live webcast and a replay may be accessed by visiting Mereo’s website athttps://www.mereobiopharma.com/news-and-media/events-and-conferences or OncoMed’s website athttp://www.oncomed.com/investors/events-and-presentations. Please connect to the website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. Alternatively, please call (866)688-2942 (U.S.), 0800 028 8438 (UK) or (561)569-9224 (international) to listen to the live conference call. The conference ID number for the live call is 4787476. Please dial in approximately 10 minutes prior to the call. Telephone replay will be available approximately two hours after the call. To access the replay, please call (855)859-2056 (U.S.) or (404)537-3406 (international). The conference ID number for the replay is 4787476. The telephone replay will be available until December 12, 2018.