SURF - Surface Oncology Announces ISS and Glass Lewis Both Recommend Stockholders Vote FOR the Proposed Merger with Coherus BioSciences | Benzinga
CAMBRIDGE, Mass., Aug. 31, 2023 (GLOBE NEWSWIRE) -- Surface Oncology, Inc. (NASDAQ:SURF) ("Surface"), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today announced that both Institutional Shareholder Services ("ISS") and Glass, Lewis & Co. ("Glass Lewis") have recommended Surface stockholders vote "FOR" the adoption of Surface's merger agreement (the "merger agreement") with Coherus BioSciences, Inc. (NASDAQ:CHRS) ("Coherus").
ISS and Glass Lewis are the leading independent, third-party proxy advisors to thousands of institutional investors and pension funds. Both advisory firms believe the proposed adoption of the merger agreement presents the greatest opportunity for stockholders of Surface to realize value.
Proposed Merger of Surface Oncology and Coherus BioSciences
As announced on June 16, 2023, the proposed mergers contemplated by the merger agreement will strengthen Coherus' pipeline with global rights to two innovative, competitively positioned, clinical-stage assets: SRF388, the only IL-27 targeted antibody in clinical development which has demonstrated activity as a monotherapy and in combination with checkpoint inhibitors; and SRF114, a high affinity, fully human antibody demonstrated to specifically bind to CCR8. SRF388 and SRF114 have potential as monotherapy and as combination treatments with other immuno-oncology agents, including Coherus' toripalimab.
Surface anticipates it will have net cash of $20 million to $25 million at the closing of the proposed mergers. Should Surface stockholders fail to approve the adoption of merger agreement, Surface anticipates its remaining cash and cash equivalents would provide runway through the end of 2023 and the board of directors of Surface (the "Surface board of directors") would pursue viable strategic alternatives, including bankruptcy or dissolution proceedings.
"We believe the proposed merger offers a unique and critical opportunity for Surface stockholders--the benefits are clear," commented Rob Ross, MD, President and Chief Executive Officer. "The stock for stock transaction, valued at up to $65 million when announced, represents an approximate three-fold premium over our anticipated net cash at closing. Shareholders will also receive CVRs based on potential future payments for previously partnered assets and for potential ex-US licensing."
The Surface board of directors unanimously recommends that all stockholders vote FOR the adoption of the merger agreement.
Special Meeting of Surface Stockholders
Surface has scheduled a Special Meeting of Stockholders (the "Special Meeting") to approve the adoption of the merger agreement on September 7, 2023, at 10:00 a.m., Eastern Time.
Since approval of the adoption of the merger agreement requires support by at least a majority of Surface's outstanding common stock, failure to vote will have the same effect as a vote against the adoption of the merger agreement. Surface stockholders seeking more information on how to vote may contact Surface's proxy solicitor, Innisfree M&A Incorporated, at +1 (877) 717-3904 (toll-free from the U.S. and Canada) or at +1 (412) 232-3651 (from other countries).
About SRF388
SRF388 is a fully human anti-IL-27 antibody designed to inhibit the activity of this immunosuppressive cytokine. Surface has identified particular tumor types, including liver and lung cancer, where IL-27 appears to play an important role in the immunosuppressive tumor microenvironment and may contribute to resistance to treatment with checkpoint inhibitors. SRF388 targets the rate-limiting p28 subunit of IL-27, and preclinical studies have shown that treatment with SRF388 blocks the immunosuppressive biologic effects of IL-27, resulting in immune cell activation in combination with other cancer therapies including anti-PD-1 therapy, as well as potent anti-tumor effects as a monotherapy. Furthermore, Surface has identified a potential biomarker associated with IL-27 that may be useful in helping to identify patients most likely to respond to SRF388. In November 2020, Surface announced that SRF388 was granted Orphan Drug designation and Fast Track designation for the treatment of refractory hepatocellular carcinoma from the United States Food and Drug Administration.
About SRF114
SRF114 is a fully human, afucosylated anti-CCR8 antibody designed to preferentially deplete CCR8+ Treg cells within the tumor microenvironment. In preclinical studies, Surface has shown that SRF114 induces antibody-dependent cellular cytotoxicity (ADCC) and/or antibody-dependent cellular phagocytosis (ADCP) pathways to deplete intratumoral Treg cells. In addition, SRF114 reduced tumor growth in murine models. These findings support the advancement of SRF114 as a therapeutic candidate that holds the potential to drive anti-tumor immunity in patients.
About Surface Oncology
Surface is an immuno-oncology company developing next-generation antibody therapies focused on the tumor microenvironment. Its pipeline includes two wholly-owned programs; SRF388, a Phase 2 program which targets IL-27, and SRF114, a Phase 1 program, which selectively depletes regulatory T cells in the tumor microenvironment via targeting CCR8. In addition, Surface has two partnerships with major pharmaceutical companies: a collaboration with Novartis targeting CD73 (NZV930; Phase 1) and a collaboration with GlaxoSmithKline targeting PVRIG (GSK4381562, formerly SRF813; Phase 1). Surface's novel, investigational cancer immunotherapies are designed to achieve a clinically meaningful and sustained anti-tumor response and may be used alone or in combination with other therapies. For more information, please visit www.surfaceoncology.com.
Forward-Looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated June 15, 2023, by and among Coherus, Crimson Merger Sub I, Inc. ("Merger Sub I"), Crimson Merger Sub II, LLC ("Merger Sub II"), and Surface. This communication includes includes express or implied forward-looking statements within the meaning of ...