Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1: | Name and Address of Company |
Zymeworks Inc. (“Zymeworks” or the “Company”)
114 East 4th Avenue - Suite 800
Vancouver, BC, Canada
V5T 1G4
| Item 2: | Date of Material Change |
June 9, 2022
A news release announcing the material change was disseminated through the facilities of Business Wire on June 10, 2022 and a copy was filed on the Company’s profile at www.sedar.com.
| Item 4: | Summary of Material Change |
On June 10, 2022, Zymeworks announced that its board of directors (the “Board”) has adopted a limited-duration shareholder rights plan dated June 9, 2022 (the “Rights Plan”). The Board adopted the Rights Plan in response to the unsolicited, non-binding proposal by All Blue Falcons FZE (“All Blue”) to acquire Zymeworks and All Blue’s continued share accumulations.
| Item 5: | Full Description of Material Change |
5.1 Full Description of Material Change
On June 9, 2022, the Board adopted the Rights Plan in response to All Blue’s continued share accumulations and an unsolicited, non-binding proposal by All Blue to acquire the Company. The complete terms of the Rights Plan are set forth in the preferred shares rights agreement dated June 9, 2022 (the “Share Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent.
Pursuant to the Share Rights Agreement, Zymeworks shareholders of record as of the close of business on June 21, 2022 (the “Record Date”), are entitled to one right (“Right”) for each outstanding common share of the Company (“Common Share”) held. Rights will also accompany any new Common Shares that are issued after the Record Date. Such Rights have the effect of imposing a significant penalty upon any entity, person or group that acquires 10% (or 20%, in the case of certain institutional investors) or more of the Common Shares without prior approval of the Board, thereby discouraging a merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination involving the Company that is not approved by the Board. The Rights Plan does not, however, preclude the Board from engaging with parties or accepting proposals in respect of such business combinations.
