Full Press Release Details
Zura Bio Announces Expiration and Results of
Exchange Offer and Consent Solicitation Relating to its Warrants
Henderson, NV, August 9, 2024 - Zura Bio
Limited (Nasdaq: ZURA) ("Zura Bio" or the "Company"), a clinical-stage immunology company developing novel dual-pathway
antibodies for autoimmune and inflammatory diseases, today announced the expiration and results of its previously announced exchange offer
(the "Exchange Offer") and consent solicitation (the "Consent Solicitation") relating to its outstanding (i) public
warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares of the Company, par value
$0.0001 per share (the "Class A ordinary shares"), which warrants trade on The Nasdaq Capital Market under the symbol "ZURAW"
(the "public warrants"), and (ii) private placement warrants that were issued in connection with its initial public offering
to purchase Class A ordinary shares (the "private placement warrants" and, together with the public warrants, the "IPO
warrants"). The Exchange Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on August 8, 2024.
Zura Bio has been advised that 6,703,428 public
warrants, or approximately 97.2% of the outstanding public warrants, and 4,080,580 private placement warrants, or approximately 69.0%
of the outstanding private placement warrants, were validly tendered and not validly withdrawn prior to the expiration of the Exchange
Offer and Consent Solicitation. Zura Bio expects to accept all validly tendered IPO warrants for exchange and settlement on or before
In addition, pursuant to the Consent Solicitation,
the Company received the approval of approximately 97.2% of the outstanding public warrants and approximately 69.0% of the outstanding
private placement warrants to the amendment to the warrant agreement governing the warrants (the "Warrant Amendment"), which
exceeds a majority of the outstanding public warrants and a majority of the outstanding private placement warrants required to effect
the Warrant Amendment. The Warrant Amendment would permit the Company to require that each IPO warrant that is outstanding upon settlement
of the Exchange Offer be converted into 0.27 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable
to the Exchange Offer.
Zura Bio expects to execute the Warrant Amendment
concurrently with the settlement of the Exchange Offer, and thereafter, expects to exercise its right in accordance with the terms of
the Warrant Amendment, to exchange all remaining untendered IPO warrants for Class A ordinary shares (the "Post-Offer Exchange"),
following which, no IPO warrants will remain outstanding.
The Company engaged Cantor Fitzgerald & Co.
as the dealer manager for the Exchange Offer and Consent Solicitation, Alliance Advisors, LLC as the information agent for the Exchange
Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company as the exchange agent for the Exchange Offer
and Consent Solicitation.
Zura Bio is a clinical-stage,
multi-asset immunology company developing novel dual-pathway antibodies for autoimmune and inflammatory diseases. Currently, Zura Bio
is developing three assets which have completed Phase 1/1b studies and are Phase 2 ready. The company is developing a portfolio of therapeutic
indications for tibulizumab (ZB-106), crebankitug (ZB-168), and torudokimab (ZB-880), with a goal of demonstrating their efficacy, safety,
and dosing convenience in autoimmune and inflammatory diseases, including systemic sclerosis and other novel indications with unmet needs.
Cautionary Statement Regarding Forward-Looking
This press release contains forward-looking statements
within the meaning of the federal securities laws, including statements regarding the expected timing of the settlement of the Exchange
Offer, the Warrant Amendment and the Post-Offer Exchange. These forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. 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 to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but
not limited to those described under the section entitled "Risk Factors" in the Company's Registration Statement on
Form S-4, initially filed with the SEC on July 12, 2024, as such factors may be updated from time to time in the Company's periodic
filings with the SEC, which are accessible on the SEC's website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press
release may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law. We do not give any assurance that we will achieve our expectations.
Head of Investor Relations