ARYA Sciences Acquisition Corporation III
PROPOSED BUSINESS COMBINATION: Nautilus Biotechnology, Inc.
ENTERPRISE VALUE: $905.4 million
ANTICIPATED SYMBOL: NAUT
ARYA Sciences Acquisition Corp. III proposes to combine with Nautilus Biotechnology, Inc. (“Nautilus Biotechnology” or “Nautilus”), a company pioneering a single-molecule protein analysis platform for quantifying the human proteome.
TRANSACTION
Current Nautilus Biotechnology stockholders and holders of outstanding equity awards are converting 100% of their existing equity interests into shares or equivalent awards of the Combined Company at an implied Nautilus Biotechnology equity value of $900 million.
Current shareholders of Arya III are converting their class A ordinary shares and class B ordinary shares of Arya III into common stock of the Combined Company on a one for one basis.
Assuming that no Arya III shareholders elect to redeem their shares, and taking into account their participation in the PIPE, the current stockholders of Nautilus Biotechnology, excluding Perceptive Advisors, are expected to own approximately 70% of the Combined Company after closing.
Further assuming a share price of $10 per share, the Combined Company is expected to have an initial market capitalization of approximately $1.3 billion.
Upon closing, it is expected that the Combined Company’s common stock will be publicly traded on Nasdaq under the ticker symbol “NAUT.”
PIPE
- An aggregate of 20,000,000 shares of ARYA Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $200,000,000
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from ARYA’s trust account, together with the proceeds from the PIPE Financing, equaling no less than $250,000,000 (after deducting any amounts paid to ARYA shareholders that exercise their redemption rights in connection with the Business Combination and net of ARYA’s unpaid transaction expenses and ARYA’s unpaid liabilities)
NOTABLE CONDITIONS TO TERMINATION
- By either ARYA or Nautilus if the Business Combination is not consummated by 11:59 P.M. (pacific time) on August 6, 2021
ADVISORS
- Morgan Stanley is acting as lead financial advisor to Nautilus Biotechnology, with Cowen also acting as financial advisor to Nautilus Biotechnology.
- Wilson Sonsini Goodrich & Rosati, P.C., is acting as legal counsel to Nautilus Biotechnology.
- Jefferies LLC and Goldman Sachs & Co. LLC are acting as financial advisors to Arya III as well as private placement agents.
- Kirkland & Ellis LLP is acting as legal counsel to Arya III.
MANAGEMENT & BOARD
Executive Officers
Adam Stone, 40
CEO and Director
Mr. Stone joined Perceptive Advisors in 2006 and has acted as Chief Investment Officer since 2012 and is a member of the internal investment committees of Perceptive Advisors’ credit opportunities and venture funds. Mr. Stone currently also serves on the boards of directors of ARYA Sciences Acquisition Corp II (Nasdaq: ARYB) as well as, Solid Biosciences (Nasdaq: SLDB), Renovia, and Xontogeny, which are portfolio companies of Perceptive Advisors. Following the consummation of the business combination of ARYA Sciences Acquisition Corp. with Immatics Biotechnologies GmbH in July 2020, Mr. Stone also serves on the supervisory board of Immatics N.V. (Nasdaq: IMTX). Prior to joining Perceptive Advisors, Mr. Stone was a Senior Analyst at Ursus Capital from 2001 to 2006 where he focused on biotechnology and specialty pharmaceuticals. During Mr. Stone’s tenure at Ursus Capital, Mr. Stone focused on biotech and specialty pharmaceuticals. Mr. Stone graduated with honors from Princeton University with a BA in molecular biology.
Michael Altman, 38
CFO & Director
Mr. Altman joined Perceptive Advisors in 2007, is a Managing Director on the investment team and is a member of the internal investment committee of Perceptive Advisors’ credit opportunities fund. Mr. Altman’s focus is on medical devices, diagnostics, digital health and specialty pharmaceuticals. Mr. Altman also serves on the boards of directors of Vitruvius Therapeutics and Lyra Therapeutics (Nasdaq: LYRA), which are portfolio companies of Perceptive Advisors. Mr. Altman also serves on the board of ARYA Sciences Acquisition Corp II (Nasdaq: ARYB). Prior to joining Perceptive Advisors in, Mr. Altman was a trader and analyst at First New York Securities from 2005 to 2007. Mr. Altman graduated from the University of Vermont with a BS in Business Administration.
Konstantin Poukalov, 36
Chief Business Officer
Mr. Poukalov joined Perceptive Advisors in 2019 and is a Managing Director at Perceptive Advisors focused on various strategies across the Perceptive platforms. Mr. Poukalov also serves as the Chief Business Officer of ARYA Sciences Acquisition Corp II (Nasdaq: ARYB) and on the boards of directors of Lyra Therapeutics (Nasdaq: LYRA), Landos Biopharma, Inc. and LianBio, which are portfolio companies of Perceptive Advisors. Prior to joining Perceptive, Mr. Poukalov served as Executive Vice President and Chief Financial Officer of Kadmon Holdings (NYSE: KDMN) from 2014 to 2018. From 2012 to 2014, Mr. Poukalov served as Kadmon’s Vice President, Strategic Operations. Prior to joining Kadmon, Mr. Poukalov was a member of the healthcare investment banking group at Jefferies LLC from 2009 to 2012, focusing on companies across the life sciences and biotechnology sectors. Prior to Jefferies, Mr. Poukalov was a member of UBS Investment Bank, focusing on the healthcare industry, from 2006 to 2009. Mr. Poukalov graduated from Stony Brook University with a Bachelor of Engineering in Electrical Engineering.
Board of Directors
Joseph Edelman, 64
Chairman
Mr. Edelman is Founder, Chief Executive Officer and Portfolio Manager of Perceptive Advisors. He has also served as Chairman of the board of directors of ARYA Sciences Acquisition Corp II (Nasdaq: ARYB) since June 2020. Prior to founding Perceptive Advisors, Mr. Edelman was a Senior Analyst at Aries Fund, a Paramount Capital Asset Management biotechnology hedge fund, from 1994 through 1998. Prior to that position, Mr. Edelman was a Senior Biotechnology Analyst at Prudential Securities from 1990 to 1994. Mr. Edelman started his career in the healthcare sector of the securities industry as a Biotechnology Analyst at Labe, Simpson from 1987 to 1990. Mr. Edelman earned an MBA from New York University and a BA, magna cum laude, in psychology from the University of California San Diego.
Dr. Todd Wider, 55
Director
Dr. Wider is an active, honorary member of the medical staff of Mount Sinai Hospital in New York, where he worked for over 20 years, and is a plastic and reconstructive surgeon who focused on cancer surgery. Dr. Wider has served on the board of directors of Abeona Therapeutics Inc. (Nasdaq: ABEO) since May 2015 and ARYA Sciences Acquisition Corp II (Nasdaq: ARYB) since June 2020. Dr. Wider also is the Executive Chairman of Emendo Biotherapeutics, which focuses on highly specific and differentiated gene editing. Dr. Wider previously consulted with a number of entities in the biotechnology space. Dr. Wider received an MD from Columbia College of Physicians and Surgeons, where he was Rudin Fellow, and an AB, with high honors and Phi Beta Kappa, from Princeton University. He did his residency in general surgery and plastic and reconstructive surgery at Columbia Presbyterian Medical Center, and postdoctoral fellowships in complex reconstructive surgery at Memorial Sloan Kettering Cancer Center, where he was Chief Microsurgery Fellow, and in craniofacial surgery at the University of Miami. Dr. Wider is also a principal in Wider Film Projects, a documentary film company focusing on producing films with sociopolitical resonance.