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IMPORTANT NOTICE
Please read this notice carefully – it applies to all persons who view this section of the website
RECOMMENDED BUSINESS COMBINATION OF JOUNCE THERAPEUTICS, INC. (“JOUNCE”) AND REDX PHARMA PLC (“REDX”), ANNOUNCED ON 23 FEBRUARY 2023 (THE “BUSINESS COMBINATION”).
THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY JOUNCE AND/OR REDX RELATING TO THE BUSINESS COMBINATION IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS (A) NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT JOUNCE CONSIDERS TO BE UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) OR (B) NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to information relating to the Business Combination
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Business Combination, which is proposed to be implemented by way of scheme of arrangement under Part 26 of the UK Companies Act 2006, immediately preceded by one or more mergers under Delaware law.
The full terms and conditions of the Business Combination will be set out in the formal scheme document, which will be made available to shareholders of Redx in due course (the “Scheme Document“). In deciding whether or not to vote in favour of the Business Combination, shareholders of Redx should rely only on the information contained and procedures described in the Scheme Document.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights and responsibilities. Jounce reserves the right to amend or update this notice and the information contained herein from time to time, and therefore this notice should be read carefully each time you attempt to visit the Micro-site.
For regulatory reasons, Jounce has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information, you are required to read the following and then, if you are able to agree, press “I agree” below. If you are unable to agree, you should press “I disagree” and you will not be able to view the Information.
Non-UK Persons
The release, publication or distribution of the Information in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Jounce or required by the Code, and permitted by applicable law and regulation, the Business Combination shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Business Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of the Information and all documents relating to the Business Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Information and all documents relating to the Business Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Jounce and Redx disclaim any responsibility or liability for the violation of such restrictions by any person. The availability of the Business Combination to Redx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The availability of the Business Combination to Redx Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Business Combination shall be subject to the applicable requirements of the Code, the
AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.
By clicking “I agree” below, you represent and warrant that you are not a national of, or resident in, a Restricted Jurisdiction and that Jounce is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation and warranty, do not click on “I agree” below.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this web page by clicking on the “I disagree” box below and seek independent advice.
Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such Restricted Jurisdiction and, to the fullest extent permitted by applicable law, Jounce and Redx, and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of the Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the Information may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US Investors
The Business Combination relates to shares of a UK company and is proposed to be effected, inter alia, by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the Business Combination is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. However, if Jounce were (subject to Panel consent to elect to implement the Business Combination by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended and any applicable exemptions thereunder. Such a takeover would be made in the United States by Jounce and no one else.
In accordance with normal United Kingdom practice, Jounce or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside of the US, other than pursuant to the Business Combination, until the date on which the Business Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Each Redx shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Business Combination applicable to them, including under applicable United States federal, state and local, as well as overseas and other, tax laws.
Financial information relating to Redx included in the Information and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Jounce is organised under the laws of the State of Delaware in the United States of America and Redx is organised under the laws of England and Wales. Some or all of the officers and directors of Redx are residents of countries other than the United States. In addition, some of the assets of Redx and Jounce are located outside the United States. As a result, it may be difficult for U.S. shareholders of Redx to effect service of process within the United States upon Redx or their officers or directors or to enforce against Redx a judgment of a U.S. court predicated upon the securities laws of the United Kingdom.
Important additional information will be filed with the U.S. Securities and Exchange Commission (“SEC”)
In connection with the Business Combination, Jounce will file a proxy statement with the SEC. The proxy statement will be mailed to Jounce’s shareholders as of the record date to be established for voting at a special meeting of Jounce shareholders. The Information is not a substitute for the proxy statement or any other document that Jounce may file with the SEC or send to its shareholders in connection with the Business Combination.
Before making any voting decision, holders of Jounce shares are urged to read the proxy statement, any amendments or supplements thereto and other relevant documents filed or to be filed with the SEC in connection with the Business Combination, including any documents incorporated by reference therein, carefully and in their entirety when they become available, as they will contain important information in relation to the Business Combination, the parties to the Scheme and related matters.
Any vote of Jounce shareholders in respect of the resolutions required to approve and implement the Business Combination should be made only on the basis of the information contained in the proxy statement, or any other amended or supplemented documents referred to in the paragraph above.
Forward-looking statements
The Information (including information incorporated by reference in the Information) may contain statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the combined Redx Group and Jounce Group following completion of the Scheme and related transactions (the “Enlarged Group”) shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward looking statements contained in the Information may relate to Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Business Combination and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jounce’s, any member of the Jounce Group or Redx’s or any member of the Redx Group’s operations and potential synergies resulting from the Scheme and related transactions; and (iii) the effects of global economic conditions and governmental regulation on Jounce’s, any member of the Jounce Group or Redx’s business; (iv) areas of focus of the new company and development of pipeline assets; (v) the further clinical development of RXC007 and the anticipated timing of data with respect to RXC007 and other clinical programs; (vi) the composition of the board and management of the combined entity; (vii) any potential CVR payments from potential proceeds generated as a result of transactions on the Jounce clinical programmes; expected cash and cash runway amounts; and (viii) the ability of the cash runway to fund the combined entity through multiple inflection points; and the ability of the proposed transaction to create shareholder value.
By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that occur in the future. These events and circumstances include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. The risks and uncertainties that the forward looking statements set forth herein include, among others, those included under the header “Risk Factors” in the Jounce Annual Report on Form 10-K for the fiscal year ended 31 December 2021 filed with the SEC on 2 March 2022, which is available free of charge at the SEC’s web site at www.sec.gov or by directing a request to Jounce as set forth in the Information. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
Neither Redx or any member of the Redx Group or any of Jounce or any member of the Jounce Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
The forward looking statements speak only at the date of the Information. All subsequent oral or written forward looking statements attributable to any member of the Jounce Group or Redx Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Redx, the Redx Group, Jounce and the Jounce Group and their respective associates, directors, officers, employees and advisers expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified financial benefit statements
No statement in the Information is intended as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in the Information should be interpreted to mean that earnings or earnings per share for Jounce or Redx, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Jounce or Redx, as appropriate.
Basis of access to Information
Access to the Information is being made available by Jounce in good faith and for information purposes only. Any person seeking access to the Information represents and warrants to Jounce and Redx that he or she is doing so for information purposes only. Making Information available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in Jounce or Redx nor does it constitute an invitation, solicitation or recommendation by Jounce, Redx or any other person to any other person to take any other action in relation to the Business Combination.
You should not forward, transmit, share or show the Information to any person. In particular, you should not forward, share or transmit the Information directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Micro-site or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. Any actions or decisions required by Redx’s shareholders in connection with the Business Combination should only be made on the basis of the information set out in documents sent to or made available to Redx’s shareholders.
Responsibility
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Jounce and Redx and each of their respective affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on the Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Business Combination to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of Jounce and/or Redx and/or other responsible representative of Jounce and/or Redx (“Responsible Persons“) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, Jounce, Redx nor any of their respective directors, employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to the Micro-site or Jounce’s website by a third party.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled “I agree” you represent and warrant to each of Jounce and Redx that:
- You have read and understood the terms set out above and which you understand may affect your rights and responsibilities;
- You are not (nor do you act on behalf of someone who is) resident in any country or jurisdiction that renders the accessing of the Micro-site illegal or otherwise resident in any Restricted Jurisdiction;
- You are lawfully entitled to access the Information available to you in this Micro-site under all applicable laws and regulations and are otherwise permitted to proceed to the Micro-site;
- You will not download, forward, transfer, share or distribute (by any means including by electronic transmission) any documents included in the Micro-site either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- You intend to access the Micro-site for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- No person (including, without limitation, Jounce, Redx or their respective directors, employees, agents or advisers) will breach any applicable law or regulation in connection with your access to this Micro-site and/or your viewing of the Information.