Item 8.01 Other Event
CFIUS Issues Interim Order Preventing Closing of Pending Merger with invoX
Pharma Limited; Tender Offer Extended Until 5 p.m. Eastern Time on Friday
December 30, 2022.
F-star Therapeutics, Inc. (the "F-star") provides the following update regarding
its Agreement and Plan of Merger, dated as of June 22, 2022, as amended (the
"Merger Agreement"), by and among, the Company, invoX Pharma Limited ("invoX"),
Fennec Acquisition Incorporated, a wholly owned subsidiary of invoX ("Fennec"
and together with the F-star and invoX, the "Parties"), and Sino
Biopharmaceutical Limited, as guarantor ( "Sino Biopharm"):
Effective at December 29, 2022 at 12:05 a.m. Eastern Time, the Committee on
Foreign Investment in the United States ("CFIUS") issued an order (the "Interim
Order") preventing the consummation of the transactions pursuant to the Merger
Agreement, citing unresolved national security risks. The Interim Order also
prohibits (1) the transfer, lease, license, sale, or otherwise acquisition of
any asset or affiliate of F-star to Sino Biopharm, invoX, or any of their
affiliates, or (2) the transfer, lease, license, sale, or acquisition otherwise
of any securities, equity, or other ownership interests or rights in F-star or
any affiliate of F-star, including any rights to acquire any of the foregoing,
by Sino Biopharm, invoX, Fennec, or any affiliates of any of the foregoing,
including through merger.
The Interim Order is for an indeterminate duration, lasting until: (1) CFIUS
concludes action under Section 721 with respect to the transaction; (2) the
President of the United States ("President") takes action or declines to take
action under Section 721 with respect to the transaction; or (3) CFIUS or the
President revokes or terminates this Interim Order.
The purpose of the Interim Order is to provide CFIUS adequate opportunity to
continue its review and investigation. The Parties may provide CFIUS with
additional relevant information and CFIUS will consider such information,
including information regarding the Interim Order or proposals to mitigate the
identified national security risks.
As described below, the extension of the tender offer enables the Parties to
have additional time for discussions with CFIUS regarding the Interim Order and
to evaluate whether mitigation steps can be taken to permit the timely closing
of the transactions contemplated by the Merger Agreement. Previously, CFIUS had
confirmed to the Parties that it had determined that mitigation measures would
be available. However, other than outlining some core attributes of such
mitigation, CFIUS had provided no specific information, had indicated its views
were preliminary, and had not indicate a timetable for its determination of any
specific requirements to be imposed.
Tender Offer Extended Until 5 p.m. Eastern Time on Friday December 30, 2022
On December 29, 2022, invoX, Fennec, and Sino Biopharm extended the Offer to
5:00 p.m., Eastern Time, on December 30, 2022. The End Date, as defined in the
Merger Agreement, is one (1) minute past 11:59 p.m., Eastern Time, on
December 30, 2022. As previously described, the Merger Agreement may be
terminated by either party, subject to certain exceptions, if any of the Offer
conditions, are not satisfied or waived, to the extent waiveable, by Purchaser
on or before the End Date. The foregoing provides the Parties additional time to
have discussions with CFIUS regarding the Interim Order and to evaluate any next
steps.
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The Offer was previously set to expire at one (1) minute past 11:59 p.m.,
Eastern Time, on December 28, 2022. As of such time, the Depositary had advised
that Shares representing approximately 76% of the outstanding Shares had been
validly tendered into and not properly withdrawn from the Offer.
Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements are
generally identified by the words "expects", "anticipates", "believes",
"intends", "estimates", "plans", "will be" and similar expressions. These
forward-looking statements include, without limitation, statements related to
the consummation of the acquisition of the Company and other statements that are
not historical facts. These forward-looking statements are based on Parent's and
the Company's current expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks related to the
parties' ability to complete the transaction on the proposed terms and schedule;
whether sufficient stockholders of the Company tender their shares in the
Transaction; whether the parties can address the concerns raised by CFIUS
sufficiently to enable the Interim Order to be revoked or terminated, or to
otherwise permit the closing of the transaction or the equity investment
provided for in the Merger Agreement in the event of certain terminations
related to the Foreign Investment Condition; the possibility that some of the
Offer conditions will not be satisfied or waived by Parent, to the extent
waiveable, by the Expiration Date; and other risks related to the Company's
business detailed from time-to-time under the caption "Risk Factors" and
elsewhere in the Company's SEC filings and reports, including the Company's
Annual Report on Form 10-K for the year ended December 31, 2021 and the
Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022
and September 30, 2022. The Company undertakes no duty or obligation to update
any forward-looking statements contained in this report as a result of new
information, future events or changes in their expectations, except as required
by law.
Additional Information and Where to Find It
A tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, was filed with the SEC by invoX and
Fennec, and a Solicitation / Recommendation Statement
on Schedule 14D-9 was filed with the SEC by the Company. The offer to purchase
shares of Company common stock is being made pursuant to the offer to purchase,
the letter of transmittal and related documents filed as a part of the Schedule
TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER,
AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BECAUSE THEY CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS
AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a
free copy of these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such requests to
the Information Agent for the Offer, which is named in the tender offer
statement. Investors may also obtain, at no charge, the documents filed or
furnished to the SEC by the Company under the "Investors" section of the
Company's website at www.f-star.com. Capitalized terms used in this Current
Report on Form 8-K without being defined herein shall have the same meanings
ascribed to them in the Schedule 14D-9, as amended.
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