invoX Pharma and F-star Therapeutics issue Joint Statement

Rhea-AI Summary

LONDON, Jan. 26, 2023 (GLOBE NEWSWIRE) -- invoX Pharma, a subsidiary of Sino Biopharmaceutical, and F-star Therapeutics, Inc. (FSTX), announce ongoing discussions with the Committee on Foreign Investment in the United States (CFIUS) regarding a mitigation agreement to address national security concerns over their pending transaction. The parties aim to finalize this agreement by the January 31, 2023 expiration date. The Merger Agreement allows for termination if certain conditions are not met. The outcome remains uncertain as they continue to negotiate with CFIUS.

Positive

• Negotiations with CFIUS indicate potential resolution of national security concerns.
• Parties continue to engage actively, which may facilitate transaction completion.

Negative

• There is no guarantee that a mitigation agreement will be reached with CFIUS, which could delay or prevent the transaction.
• Potential for termination of the Merger Agreement if requisite conditions are not met by the deadline.

LONDON, Jan. 26, 2023 (GLOBE NEWSWIRE) -- invoX Pharma (“invoX”), a wholly owned subsidiary of Sino Biopharmaceutical Limited (“Sino Biopharm”) (HKEX 1177 HK), and F-star Therapeutics, Inc. (“F-star”) (NASDAQ:FSTX), today issued the following statement regarding their pending transaction in response to a media report:

The parties continue working together in active discussions with the Committee on Foreign Investment in the United States (“CFIUS”) about the terms of a mitigation agreement to address CFIUS’s concerns regarding potential national security risks posed by the transaction. The parties are actively negotiating with CFIUS regarding the definitive terms of such mitigation agreement in order to permit the removal of CFIUS’s Interim Order and the completion of the transaction by the Expiration Date, which is 5:00 pm., Eastern Time, on January 31, 2023, unless extended.  

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, one minute past 11:59 p.m., Eastern Time, on January 31, 2023, unless further amended by the parties. There can be no assurances that the parties will reach agreement with CFIUS on a mitigation agreement.

Forward-Looking Statements

This press release 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, the availability of mitigation measures 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; whether the Parties and CFIUS will be able to agree on mitigation terms; 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 parties undertake 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.

FTI Consulting (PR adviser to invoX Pharma)
Julia Bradshaw, Rob Winder, Sam Purewal
Tel: +44 (0)20 3727 1000
E-mail: invoxpharma@fticonsulting.com
LifeSci Advisors, LLC (Investor Relations for F-star Therapeutics)
John Fraunces, Managing Director Tel: +1 917-355-2395 E-mail: jfraunces@lifesciadvisors.com

FAQ

What is the status of F-star Therapeutics' merger with invoX Pharma as of January 2023?

As of January 26, 2023, F-star Therapeutics and invoX Pharma are in active discussions with CFIUS regarding a mitigation agreement to address national security concerns.

What is the expiration date for the F-star Therapeutics and invoX Pharma transaction?

The transaction between F-star Therapeutics and invoX Pharma has an expiration date of January 31, 2023, at 5:00 PM Eastern Time.

What risks does F-star Therapeutics face regarding the merger with invoX Pharma?

F-star Therapeutics faces risks including the uncertainty of reaching an agreement with CFIUS and potential termination of the Merger Agreement if certain conditions are not satisfied.

What are the implications if the CFIUS mitigation agreement is not reached for F-star Therapeutics?

If the CFIUS mitigation agreement is not reached, the transaction may not proceed, which could negatively impact F-star Therapeutics' strategic objectives.