Full Press Release Details
PureTech Founded Entity Gelesis, the Maker of Plenity , to Become a
Publicly Traded Company via Merger with Capstar Special Purpose Acquisition Corp.
Public listing of Gelesis, along with Karuna
Therapeutics (Nasdaq: KRTX) and Vor Biopharma (Nasdaq: VOR), five other private Founded Entities and advanced Wholly Owned Pipeline, further exemplifies the success of PureTech s unique value-generating model for developing new medicines
At Closing, Gelesis is expected to have a pro forma implied market value of approximately $1.3 billion to support full
commercial launch of Plenity for weight management and further expand manufacturing capacity to meet demand
Transaction is expected to provide Gelesis with up to $376 million of gross proceeds, including $100 million PIPE anchored by new
and existing top tier investors and partners
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ( PureTech or the Company ),
a clinical-stage biotherapeutics company announces that its Founded Entity, Gelesis, Inc. ( Gelesis ) and Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) ( Capstar ), have entered into a definitive business combination
agreement. Upon completion of the transaction, the combined company s securities are expected to be traded on the New York Stock Exchange (NYSE) under the symbol GLS.
Upon completion of the transaction, Gelesis will be PureTech s third publicly-traded Founded Entity. Based on the expected valuation, Gelesis,
along with Karuna and Vor, will have a combined value of over $5.4 billion, said Eric Elenko, Chief Innovation Officer at PureTech. This is just another example of the unique and multi-pronged model PureTech has created to advance
meaningful treatments for patients and drive future growth. We are very pleased with the progress that has been made towards the broad commercial launch of Plenity later this year and that Gelesis has the resources to meet the increasing
Gelesis and Capstar will host a joint investor conference call to discuss the transaction today, July 19, 2021, at 8:30 a.m. Eastern
Time. A telephone replay of the call will be available until July 29, 2021 via the same numbers, and a replay of the webcast will be archived on the investor relations website.
The conference call can be accessed via webcast on Gelesis investor relations website at gelesis.com/investors, or by dialing +1 844-512-2921 within the U.S. or +1 412-317-6671 for international callers and entering the
The full text of the announcement from Gelesis is as follows:
Gelesis, a Consumer-Focused Biotherapeutics Company and the Maker of Plenity , to
Become a Publicly Traded Company via Merger with Capstar Special Purpose Acquisition Corp.
BOSTON, MA & AUSTIN, TX, JULY 19, 2021 Gelesis, Inc. ( Gelesis or
the Company ), a biotherapeutics company advancing biomimetic superabsorbent hydrogels to treat excess weight and metabolic disorders, and Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) ( Capstar ), a special purpose
acquisition company sponsored by affiliates of Capstar Partners, LLC and certain private funds managed by PIMCO, announced today that they have entered into a definitive business combination agreement. Upon completion of the transaction, the
combined company s securities are expected to be traded on the New York Stock Exchange (NYSE) under the symbol GLS.
to Weight Management
Gelesis is a biotherapeutics company aiming to transform weight management using a proprietary biomimetic superabsorbent
hydrogel technology. The Company s first commercial product, Plenity , is a U.S. Food and Drug Administration (FDA) cleared aid in weight management in adults with excess weight or
obesity, Body Mass Index (BMI) of 25 to 40 kg/m², when used in conjunction with diet and exercise. Plenity has the broadest BMI range of any prescription weight-management aid to date over 150 million American adults could be eligible
for treatment with Plenity, many of whom did not have a prescription alternative before. Plenity s unique scientific approach and efficacy, safety and tolerability profile allow Gelesis to bring it to market in a completely new way.
Plenity capsules contain a non-systemic biomimetic hydrogel that is
not absorbed but instead acts locally in the gastrointestinal (GI) tract. The capsules are taken with water before meals and are designed to help people feel satisfied with smaller meals. Plenity combines the simplicity and convenience of a consumer
product with clinical and scientific validation as well as FDA regulatory clearance as a de novo Class II medical device. In clinical studies, ~6 out of 10 adults had clinically meaningful weight loss and those people lost on average, within
six months, ten percent of their body weight (about 22 lbs). There was no difference in overall side effects compared to placebo. The most common side effects were diarrhea, distended abdomen, infrequent bowel movements and flatulence.
Plenity is a prescription product with a direct-to-patient approach, giving
the consumer the option of going through leading telehealth platform Ro, or through an in-person healthcare provider visit. This makes it easier for consumers to seek free physician evaluation on their own
time and their own terms. If prescribed, the product is delivered to the consumer s home within two days at a transparent cost of $98/month, or $1.75 per meal.
Plenity is now available in limited release, and over 48,000 members have begun their weight management journey. During Plenity s beta launch in October
2020, with limited promotion and without brand awareness marketing, Plenity surpassed all branded prescription weight management products in new monthly members during the month of testing, with high satisfaction ratings. The Company anticipates the
full commercial launch of Plenity later in 2021 and is currently constructing a larger manufacturing facility to meet anticipated demand.
novel platform technology is inspired by the structural and mechanical properties of raw vegetables. When consumed, the hydrogel forms small solid gel pieces in the stomach consisting of water held by a 3D cellulose structures, similar to raw
vegetables. The structures, which have no calories, are homogeneously mixed with the ingested foods, increasing the volume and firmness of that meal while reducing its caloric density. The hydrogel pieces are not absorbed and partially degrade in
the large intestine, releasing the water before leaving the body naturally. In clinical trials, this therapeutic approach demonstrated a strong efficacy and safety profile.
We are delighted to have found
such a stellar group of partners and investors as we expand the launch of the first and only FDA-cleared and clinically validated prescription aid for weight management that is available for the broadest range
of the population with excess weight, including even those who are overweight without co-morbidities, said Yishai Zohar, Founder and CEO of Gelesis. Capstar s leadership team has a track
record of successfully building known brands and tackling fundamental consumer problems across a variety of industries. We look forward to building on the exciting momentum of our beta launch with this partnership and funding, and we are committed
to making a meaningful difference in the lives of millions of Americans seeking scientifically proven and convenient options to manage their weight.
Yishai and the Gelesis team have developed a tremendous solution that is poised to transform the weight management industry, said Steve Hicks, the
Chairman and CEO of Capstar. We raised our Capstar SPAC last year with the goal of finding a high-growth, disruptive business that is helping people live a better, healthier life. Gelesis fits that criteria perfectly and we are elated to
partner with them as they start their exciting next leg of growth.
Transaction Overview
The transaction values the combined company at an implied enterprise value of approximately $1.0 billion and equity value of approximately
$1.3 billion, based on a $10.00 per share price of Capstar common stock and assuming no redemptions by Capstar s public shareholders. The transaction will provide up to $376 million in gross proceeds to the combined company from a
combination of a $100 million common stock PIPE financing at $10.00 per share along with $276 million of cash held in Capstar s trust account (assuming no redemptions by Capstar s public shareholders). The PIPE financing is
anchored by a mix of new and existing top tier investors and partners, including PIMCO private funds, Pritzker Vlock Family Office, China Medical Systems Holdings Limited (CMS), and co-founder PureTech Health.
Kennedy Lewis Investment Management will invest $10 million in the PIPE conditioned upon the closing of their $100 million senior secured credit facility to the Company, which is subject to the completion of due diligence, final
documentation, and customary closing conditions. Proceeds from the business combination, PIPE, and credit facility will be primarily used to support the full commercial launch of Plenity for weight management later this year and expanded
manufacturing to meet consumer demand. Gelesis existing shareholders will convert 100% of their ownership stakes into the new company.
transaction has been unanimously approved by the Boards of Directors of both Gelesis and Capstar. It is expected to close in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including a registration statement
being declared effective by the U.S. Securities and Exchange Commission (the SEC ) and the approval of Capstar shareholders.
information about the transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Capstar with the SEC and
available at www.sec.gov.
is serving as exclusive financial advisor to Gelesis and Goodwin Procter LLP is serving as legal counsel to Gelesis. UBS Investment Bank is serving as exclusive financial and lead capital markets advisor to Capstar and Kramer Levin
Naftalis & Frankel LLP is serving as its legal counsel. UBS Investment Bank and Citi are serving as private placement agents to Capstar with respect to the PIPE financing. Winston & Strawn LLP served as counsel to the placement
agents. BTIG, LLC is also serving as a capital markets advisor to Capstar.
Conference Call Information
Gelesis and Capstar will host a joint investor conference call to discuss the transaction today, July 19, 2021, at 8:30 a.m. Eastern Time. A telephone
replay of the call will be available until July 29, 2021 via the same numbers, and a replay of the webcast will be archived on the investor relations website.
The conference call can be accessed via webcast on Gelesis investor relations website at
gelesis.com/investors, or by dialing +1 844-512-2921 within the U.S. or +1 412-317-6671
for international callers and entering the passcode 1145464.
Important Safety Information
Rx Only. For the safe and proper use of Plenity or more
information, talk to a healthcare professional, read the Patient Instructions for Use, or call 1-844-PLENITY.
Gelesis is a consumer-centered
biotherapeutics company advancing a novel category of treatments for weight management and gut related chronic diseases. Our non-systemic superabsorbent hydrogels are inspired by the composition (i.e.,
water & cellulose) and mechanical properties (e.g., elasticity or firmness) of raw vegetables. They are conveniently administered in capsules to create a much larger volume of small, non-aggregating
hydrogel pieces that become an integrated part of the meals, and act locally in the digestive system. Our portfolio includes Plenity , an FDA-cleared
product to aid in weight management, as well as potential therapies in development for Type 2 Diabetes, Non-alcoholic Fatty Liver Disease (NAFLD)/Non-alcoholic
Steatohepatitis (NASH), and Functional Constipation. For more information, visit gelesis.com, or connect with us on Twitter @GelesisInc.
Capstar Acquisition Corp.
Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) is sponsored by Capstar Sponsor Group, LLC, and is led by Chairman
and CEO, R. Steven Hicks. Capstar is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses in the consumer, healthcare and technology, media and telecom industry (TMT) sectors.
Additional Information and Where to Find It
intends to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, that will be both the proxy statement to be distributed to Capstar shareholders in connection
with its solicitation of proxies for the vote by Capstar shareholders with respect to the proposed business combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the issuance of
certain securities to be issued in the proposed business combination. After the Registration Statement is declared effective, the proxy statement/prospectus and
other relevant documents will be sent to Capstar and Gelesis shareholders. Capstar also will file other documents regarding the proposed transaction with the SEC. This press release does not
contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination. Before making
any voting decision, Capstar s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement, the amendments thereto and the definitive proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Gelesis, Capstar and the
proposed transaction.
When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will
be mailed to shareholders of Capstar as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain free copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Capstar, without charge, once available, through the website maintained by the SEC at www.sec.gov.
The documents filed by Capstar with the SEC also may be obtained free of charge at Capstar s website at www.capstarspac.com, or by written request
to: Capstar Special Purpose Acquisition Corp., 405 West 14th Street, Austin, TX 78701, Attention: R. Steven Hicks, Chief Executive Officer, (512) 340-7800.
Participants in the Solicitation
directors and executive officers may be deemed participants in the solicitation of proxies from Capstar s shareholders with respect to the proposed business combination. The names of those directors and executive officers and a description of
their interests in Capstar is contained in Capstar s final prospectus dated July 6, 2020 relating to its initial public offering and in subsequent filings with the SEC, which are available free of charge at the SEC s web site at