RVMD - Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Revolution Medicines Stockholders Vote FOR Proposed Acquisition of EQRx Inc. | Benzinga
REDWOOD CITY, Calif., Nov. 01, 2023 (GLOBE NEWSWIRE) -- Revolution Medicines, Inc. (NASDAQ:RVMD), a clinical-stage oncology company developing targeted therapies for RAS-addicted cancers, today announced that leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have recommended Revolution Medicines stockholders vote "FOR" the issuance of Revolution Medicines shares in the previously announced all-stock acquisition of EQRx, Inc. at the special meeting of stockholders scheduled for November 8, 2023.
In their respective reports, ISS and Glass Lewis view the proposed transaction as favorable to Revolution Medicines stockholders. The acquisition will add the significant cash resources held by EQRx and strengthen Revolution Medicines' balance sheet, allowing the company to sustain and retain control of its research and development plans for its RAS(ON) Inhibitor pipeline.
"We are pleased that ISS and Glass Lewis support our proposed acquisition of EQRx and the significant long-term value opportunity this compelling transaction provides to our stockholders," said Mark A. Goldsmith, M.D., Ph.D., Revolution Medicines, chief executive officer and chairman. "The addition of approximately $1.1 billion to our balance sheet will increase our financial strength and enable robust investments to advance the clinical development of RMC-6236, our RASMULTI(ON) Inhibitor, RMC-6291, our RASG12C(ON) Inhibitor, and RMC-9805, our RASG12D(ON) Inhibitor. This transaction will also increase our capacity to develop our growing RAS(ON) Inhibitor pipeline in order to deliver high-impact targeted medicines to an even larger range of patients with RAS-addicted cancers."
The company also today announced the final exchange ratio for the EQRx acquisition. Each share of common stock of EQRx issued and outstanding immediately prior to the merger will be converted into the right to receive 0.1112 shares of common stock of Revolution Medicines. If the transaction is completed, Revolution Medicines expects to issue approximately 55 million shares of its common stock in connection with the merger (excluding assumed warrants and earn-out shares). No fractional shares will be issued and EQRx stockholders will receive cash in lieu of any fractional shares as part of the merger consideration, as specified in the merger agreement with EQRx. The transaction is expected to close in November 2023, subject to satisfaction of customary closing conditions, including approval by both Revolution Medicines' and EQRx's stockholders. The company estimates that the acquisition will add approximately $1.1 billion in net cash proceeds, after estimated post-closing EQRx wind-down and transition costs, or approximately $20 per share of common stock issued in connection with the merger.
Special Meeting of Revolution Medicine Stockholders
The Revolution Medicines Board of Directors recommends Revolution Medicines stockholders vote "FOR" the issuance of shares in connection with the proposed transaction with EQRx. Revolution Medicines' special meeting of stockholders is scheduled to take place virtually on Wednesday, November 8, 2023 at 8:00 a.m. PT. Only holders of record of Revolution Medicines common stock as of the close of business on September 26, 2023 are entitled to vote at the special meeting.
Stockholders who have questions or need assistance voting their shares should contact Revolution Medicines' proxy solicitor, Morrow Sodali, LLC at (800) 662-5200 or (203) 658-9400 or by email at rvmd@info.morrowsodali.com.
About Revolution Medicines, Inc.
Revolution Medicines is a clinical-stage oncology company developing novel targeted therapies for RAS-addicted cancers. The company's R&D pipeline comprises RAS(ON) Inhibitors designed to suppress diverse oncogenic variants of RAS proteins, and RAS Companion Inhibitors for use in combination treatment strategies. The company's RAS(ON) Inhibitors RMC-6236 (RASMULTI), RMC-6291 (KRASG12C) and RMC-9805 (KRASG12D) are currently in clinical development. Additional RAS(ON) Inhibitors in the company's pipeline include RMC-5127 (KRASG12V), RMC-0708 (KRASQ61H) and RMC-8839 (KRASG13C) which are currently in IND-enabling development, and additional compounds targeting other RAS variants.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Revolution Medicines and EQRx in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as "anticipate," "expect," "project," "intend," "believe," "may," "will," "should," "plan," "could," "continue," "target," "contemplate," "estimate," "forecast," "guidance," "predict," "possible," "potential," "pursue," "likely," and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including express or implied statements regarding the proposed transaction; the conversion of equity interests contemplated by the merger agreement; the issuance of common stock of Revolution Medicines contemplated by the merger agreement; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; Revolution Medicines' development plans and timelines and its ability to advance its portfolio and research and development pipeline; progression of clinical studies and findings from these studies, including the tolerability and potential efficacy of Revolution Medicines' candidates being studied; the ...