UNITED STATES
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CURRENT REPORT
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 28, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release confirming it has received an unsolicited, non-binding proposal from All Blue Falcons FZE and its affiliates to purchase Zymeworks for $10.50 per share in cash (the “Non-Binding Proposal”).
On April 28, 2022, Zymeworks filed this press release with the Canadian securities regulatory authorities on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.
A copy of this press release is attached as Exhibit 99.1 hereto.
The information provided under this Item (including Exhibit 99.1, attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated April 28, 2022. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZYMEWORKS INC. | ||||||
| (Registrant) | ||||||
| Date: April 29, 2022 | By: | /s/ Neil A. Klompas | ||||
| Name: Title: |
Neil A. Klompas Chief Operating Officer | |||||
2
Exhibit 99.1
Zymeworks Confirms Receipt of Unsolicited, Non-Binding Proposal from All Blue Falcons
Vancouver, Canada and Seattle, Washington (April 28, 2022) – Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company developing next-generation multifunctional biotherapeutics, today confirmed it has received an unsolicited, non-binding proposal from All Blue Falcons FZE (“ABF”) and its affiliates to purchase the Company for $10.50 per share in cash.
The Zymeworks board of directors will carefully review the proposal to determine the course of action that it believes is in the best interest of the Company and all Zymeworks shareholders. The board reminds shareholders that no formal offer has been made by ABF, and as such there is no need for Zymeworks shareholders to take any action at this time. If a formal offer is made, it will be reviewed by the board with its advisors, and a formal recommendation by the board will be made to shareholders in due course.
Advisors
Kingsdale Advisors is acting as strategic shareholder and communications advisor to Zymeworks. Blake, Cassels & Graydon LLP and Wilson Sonsini Goodrich & Rosati are acting as counsel to the Company.
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company dedicated to the discovery, development and commercialization of next-generation multifunctional biotherapeutics. Zymeworks’ suite of therapeutic platforms and its fully integrated drug development engine enable precise engineering of highly differentiated product candidates. Zymeworks’ lead clinical candidate, zanidatamab, is a novel Azymetric™ HER2-targeted bispecific antibody currently being evaluated in multiple Phase 1, Phase 2, and pivotal clinical trials globally as a targeted treatment option for patients with solid tumors that express HER2. Zymeworks’ second clinical candidate, ZW49, is a novel bispecific HER2-targeted antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of zanidatamab with Zymeworks’ proprietary ZymeLink™ linker and cytotoxin. Zymeworks is also advancing a deep preclinical pipeline in oncology (including immuno-oncology agents) and other therapeutic areas. In addition, its therapeutic platforms are being leveraged through strategic partnerships with global biopharmaceutical companies. For more information on our ongoing clinical trials visit www.zymeworksclinicaltrials.com. For additional information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on Twitter.
Contacts:
Investor Inquiries:
Jack Spinks
(604) 678-1388
ir@zymeworks.com
Media Inquiries:
Diana Papove
(604) 678-1388
media@zymeworks.com