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ARYA Sciences Acquisition Corp. II, Files $125M SPAC


ARYA Sciences Acquisition Corp. II, Files $125M SPAC

May 19, 2020 INTEL by Kristi Marvin

And the SPACs just keep coming….

The ARYA Sciences team dropped their latest SPAC this morning by filing ARYA Sciences Acquisition Corp. II (ARYBU), a $125 million SPAC focused on the healthcare sector.  Once again, ARYA II will be sponsored by Perceptive Advisors, one of the most well known life sciences hedge funds.  Futhermore, ARYA II will be led by Joseph Edelman, as Chairman, and Adam Stone as CEO and Director, both having previously led the first ARYA.

This latest SPAC is a near carbon copy of the first SPAC, which has nearly the same team (with the exception of one Director), same size ($125 million), same focus (healthcare in North America or Europe and specifically, life sciences and med tech), and same lead banker (Jefferies).  Additionally, ARYA II will employ an “Indication of Interest” forward purchase of up to $25 million by the sponsor.  Exact same as in ARYA I.  However, what about the differences…

Notably, ARYA II has added Goldman Sachs to the cover, albeit to the right of Jefferies.  Additionally, the terms have gotten a little better for this go-around, but keep in mind that the first ARYA is currently looking to close its combination with Immatics and the share price is currently trading at $10.85, so this should be a successful deal. That kind of result commands better terms.

As for the terms specifically, ARYA II will be asking this time for a 1/3 warrant, rather than the 1/2 warrant they had previously.  Additionally, ARYA II will be a 24 months, $10.00 in trust (100%) SPAC, with the ability now to call the warrants for shares at $10.00 (in additional to cash or cashless exercise at $18.00).

On the whole, the terms aren’t that different if you line them up side by side.  The main difference is the 1/3 vs. 1/2 warrant.  However, again, this team has the very important SPAC experience, which is successful SPAC experience at that.  As such, the terms fit.

This deal should have no trouble selling.  They’re a team with a hot-hand and they’ll be looking in a currently favorable sector, in which this team has experience in spades.  They could probably easily upsize, but if we look to their first SPAC for guidance, ARYA I did not upsize despite huge demand, so perhaps they’ll be following the same playbook.  Look for ARYA II to price early June.

Summary of terms below:

Arya II summary of terms 5-19-20 v2