FS Development Corp. II (FSII) Shareholders Approve Pardes Biosciences Deal

FS Development Corp. II (NASDAQ:FSII) filed an 8-K this morning revealing that its shareholders have approved its combination with antiviral drug developer firm Pardes Biosciences.

Just 243,989 shares, or 1.2%, were redeemed in connection with the vote, removing roughly $2.4 million from its estimated trust of $201 million. FSII did have a minimum cash closing condition of $100 million and a sponsor support agreement in place of up to $25 million in the event there was less than $25 million in trust post-redemptions. However, clearly it was not needed in this case. This was a good result at a time when “good votes” are hard to come by.

FS II hit highs of $14.97 late last month as excitement stirred about the potential applications of Pardes’ oral antiviral drug candidate PBI-0451 for use in combatting COVID-19 infections. It has since settled down near its pro rata trust value of $10.

The parties initially announced their $657 million combination on June 29. California-based Pardes is developing two antiviral drug candidates and PBI-0451 has been fast-tracked through the FDA approval process.

All measures on FS II’s ballot passed by wide margins. For full vote tallies, click here.

ADVISORS

• Jefferies LLC and SVB Leerink acted as co-lead private placement agents for, and financial and capital markets advisor to, FS Development Corp. II.
• Goodwin Procter LLP acted as legal counsel to Pardes.
• White & Case LLP acted as legal counsel to FS Development Corp. II.