Full Press Release Details
Acquisition Corp. and Zura Bio Limited Announce Definitive Business Combination Agreement to Create NYSE Listed Biotechnology
advancing ZB-168, an anti-IL7Ra monoclonal antibody, originally developed by Pfizer
Inc., in multiple phase 2 clinical trials
The transaction values the combined companies
at a pro forma enterprise value of $215 million
Total gross proceeds of up to $189 million of
which up to $139 million is from the cash held in trust (assuming no redemptions) and $50 million from the committed forward purchase
agreement and PIPE investments
The transaction is expected to be completed
in the fourth quarter of 2022
York, NY and London, UK - June 17, 2022 Zura Bio Limited ("Zura
Bio"), a clinical-stage biotechnology company focused on developing novel medicines for immune disorders, and JATT Acquisition Corp.
("JATT") (NYSE: JATT, JATT.U, JATT.WS), a publicly traded special purpose acquisition
company ("SPAC") formed for the purpose of acquiring or merging with one or more
businesses, today announced they have entered into a definitive business combination agreement. Upon
closing of the transaction, the combined company will be renamed "Zura Bio Limited". The
combined company's ordinary shares and warrants are expected to be listed on the New York Stock Exchange under the ticker symbol
is an important milestone for Zura Bio as it accelerates our goal to become a leading global immunology company. We look forward to initiating
our phase 2 clinical trial in alopecia areata and to exploring the potential of ZB-168 in other immune diseases.
Through the combination with JATT, we will strengthen our leadership team and secure capital to rapidly advance ZB-168 through the clinic
in order to bring potentially life-altering new medicines to patients in need," said Oliver
Levy, Chief Financial Officer and member of Zura Bio's board of directors.
of the transaction, the combined company is expected to be led by a team of biotechnology entrepreneurs and pharma industry veterans,
with Dr. Someit Sidhu, Founder and Chief Executive Officer of JATT, and Javier Cote-Sierra, Ph.D., a Director on the JATT board of directors,
expected to join Zura Bio as Chief Executive Officer and Chief Scientific Officer, respectively.
Bio has a compelling asset in ZB-168 with the potential to target two important immune
pathways in IL7 and TSLP. We believe ZB-168 has a significant opportunity to be an important
medicine for the treatment of many immune diseases. I look forward to joining the leadership team of Zura Bio following completion of
the business combination and I am confident we can make a difference in the lives of patients," noted Dr. Sidhu.
from the transaction are expected to provide Zura Bio with the capital needed to accelerate the development of ZB-168, a fully-human,
clinical-stage antibody targeting IL7R ,
that was recently in-licensed from Pfizer Inc. IL7R sits at the nexus of two key immune pathways (IL7 and TSLP), thus inhibiting
IL7R , and has the potential to block signalling through either of these important immunological pathways.
is the only anti-IL7R antibody to have reported data in patients with an autoimmune disease. In
a 37-patient phase 1b trial in type 1 diabetes mellitus, ZB-168
has demonstrated a favourable safety profile as well as the ability to modulate key T-cell
Bio plans to initiate a phase 2 proof-of-concept
study in alopecia areata, a T-cell mediated
disease affecting millions of patients worldwide. An additional phase 2 study in a second indication
is also expected to be initiated in 2023.
combination implies a pro forma enterprise value of the combined company of approximately $215 million. The combined company is expected
to receive gross cash proceeds of up to $189 million, comprising the $139 million held in JATT's trust account (assuming no redemptions
by public shareholders of JATT) and a concurrent, fully committed $50 million from a forward purchase agreement and PIPE financing of
ordinary shares issued at $10.00 per share. If public shareholder redemptions exceed 90%, a further amount of $15 million will be payable
under the forward purchase agreement, so that the minimum gross cash proceeds will be at least $65 million. The combined company will
bear deferred underwriting commissions and transaction expenses out of the gross proceeds.
which has been approved by Zura Bio's and JATT's boards of directors, is expected to close in the fourth quarter of 2022,
subject to review and approval by the Securities and Exchange Commission ("SEC") of the registration statement on Form S-4
to be filed with the SEC, approval by JATT's shareholders, satisfaction of the minimum cash condition and other customary closing
conditions, including any applicable regulatory approvals.
James & Associates, Inc. and its affiliates (together, "Raymond James") are acting as the lead PIPE placement agent and
as financial advisor to JATT in the transaction. McDermott Will & Emery LLP and Ogier are acting as legal counsel to Zura Bio. Loeb
& Loeb LLP and Simmons & Simmons are acting as legal counsel to JATT and Maples and Calder (Cayman) LLP are acting as Cayman
Islands legal counsel to JATT. Paul Hastings LLP is acting as legal counsel to Raymond James.
About Zura Bio Limited
Bio is a clinical-stage biotechnology company advancing ZB-168 in alopecia areata and other inflammatory diseases. ZB-168 is an anti-IL7R
inhibitor that has the potential to impact diseases driven by IL7 and TSLP biological pathways. Zura Bio aims to develop a portfolio of
therapeutic indications for ZB-168, and is focused on demonstrating its efficacy, safety, dosing convenience and mechanism of action,
initially in alopecia areata. This will build on Phase 1b data in type 1 diabetes demonstrating a favourable safety profile and strong
biological rationale. Zura Bio is headquartered in London, UK with team members in the UK and USA.
About JATT Acquisition
Corp. is led by Chairman and CEO Someit Sidhu. JATT raised $139 million in July 2021. JATT
is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
Additional Information about the Business Combination and Where
connection with the proposed business combination, JATT intends to file a registration statement on Form S-4 (the "Form S-4")
with the SEC. The Form S-4 will include a proxy statement/prospectus of JATT. The proxy statement/prospectus will be sent to all JATT
shareholders. Additionally, JATT will file other relevant materials with the SEC in connection with the proposed business combination.
Copies of the Form S-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov. The information contained in, or that may be accessed through,
the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release. Before
making any voting or investment decision, investors and security holders of JATT are urged to read the Form S-4, the proxy statement/prospectus
and all other relevant materials filed or that will be filed with the SEC in connection with the proposed business combination because
they will contain important information about the proposed business combination and the parties to the proposed business combination.
Participants in Solicitation
JATT and Zura Bio and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies of JATT's shareholders in connection with the proposed
business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed
business combination of JATT's directors and officers in JATT's filings with the SEC, including JATT's annual report on Form 10-K for
the fiscal year ended December 31, 2021 (the "Form 10-K"), JATT's initial public offering prospectus, which was filed
with the SEC on July 14, 2021, and JATT's subsequent quarterly reports on Form 10-Q. To the extent that holdings of JATT's securities
by JATT's insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to JATT's shareholders in connection with the business combination will be included in the proxy statement/prospectus relating
to the proposed business combination when it becomes available. You may obtain free copies of these documents as described in the preceding
No Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication
shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of JATT or Zura Bio, nor shall there be
any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the proposed business combination between JATT and Zura Bio. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believe," "predict," "potential,"
"continue," "strategy," "future," "opportunity," "would," "seem," "seek,"
"outlook" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject