STOP THE WAR! Let’s support Ukraine Together

Highcape Capital Acquisition Corporation

Highcape Capital Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Quantum-Si

ENTERPRISE VALUE: $924 million
ANTICIPATED SYMBOL: QSI

HighCape Capital Acquisition Corporation proposes to combine with Quantum-Si Incorporated (“Quantum-Si”, “QSi” or the “Company”), a pioneer in next generation semiconductor chip-based proteomics.

Quantum-Si has created the first next-generation protein sequencing platform with the goal of revolutionizing the growing field of proteomics. Our unique semiconductor chip has the power to decode the molecules of life, starting with proteins, and holds the potential to expand the scale of the genomics and proteomics market beyond that of next-generation DNA sequencing.

QSi’s end-to-end solution, including Carbon and Platinum, which is on track to launch commercially in 2022 for research use, has the potential to significantly disrupt an existing addressable $21 billion market of pharmaceutical, academic research and drug discovery. The platform also may enable new diagnostic applications in healthcare.


TRANSACTION

  • The transaction is expected to deliver up to $540 million of gross proceeds, including up to $115 million of cash held in HighCape’s trust account (assuming no redemptions are effected).
  • The transaction is further supported by a $425 million PIPE at $10.00 per share, led by Foresite Capital Management, LLC, Eldridge, accounts advised by ARK Invest, Glenview Capital Management, LLC, and Redmile Group, LLC.
  • The combined company is projected to have approximately $514 million in cash on the balance sheet after closing.
  • Assuming no public stockholders of HighCape exercise their redemption rights, ownership of the combined company immediately following the closing is expected to be comprised of current QSi equity holders (60.8%), HighCape stockholders (7.9%), HighCape’s sponsors and Foresite Capital Management, LLC (2.2%), and PIPE investors (29.1%).
  • Upon the closing of the transaction, Dr. Jonathan Rothberg will become Executive Chairman and hold a controlling voting interest in the combined company through his holdings of 20x voting Class B common stock.

qsi overview


PIPE

  • 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000
  • Led by Foresite Capital Management, LLC, Eldridge, accounts advised by ARK Invest, Glenview Capital Management, LLC, and Redmile Group, LLC.

SPONSOR LETTER AGREEMENT

  • 696,250 shares of HighCape Class B Common Stock shall be automatically and irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds available for release from HighCape’s trust account (after giving effect to any redemptions of public shares, if any), together with the proceeds from the PIPE Financing, equaling no less than $160,000,000

NOTABLE CONDITIONS TO TERMINATION

  • August 17, 2021 (the “Termination Date”)

ADVISORS

  • Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as legal advisor to Quantum-Si.
  • J.P. Morgan Securities LLC is acting as lead placement agent and Cantor Fitzgerald & Co. is acting as co-placement agent for the PIPE.
  • Mayer Brown is acting as legal counsel to the placement agents.
  • White & Case LLP is acting as legal advisor to HighCape.
  • J.P. Morgan Securities LLC is acting as exclusive financial advisor to HighCape.
  • Cantor Fitzgerald & Co. is acting as capital markets advisor and underwrote the IPO of HighCape in September, 2020.

MANAGEMENT & BOARD


Executive Officers

Kevin Rakin, 59
CEO & Chairman of the Board of Directors

Since October 2013, Mr. Rakin has been a co-founder and partner of HighCape, and he brings more than 30 years of experience as an executive and investor in the life sciences industry. Most recently, he served as the president of SRM from June 2011 to November 2012. Prior to joining SRM, Mr. Rakin was the chairman and chief executive officer of ABH from 2007 until its acquisition by SRM in 2011. Before that, he served as an executive-in-residence at Canaan Partners, a venture capital firm. Until its merger with Clinical Data in 2005, Mr. Rakin was the co-founder, president and chief executive officer of Genaissance, a pharmacogenomics company. He is currently on the boards of Aziyo Biologics, Inc. (chairman), Cybrexa, Inc., Oramed Pharmaceuticals, Inc., Convexity Scientific, Inc. (chairman) and Nyxoah. Mr. Rakin received an MBA from Columbia University and a B.Com. (Hons) from the University of Cape Town, South Africa.


Matt Zuga, 55
CFO, COO & Director

Since October 2013, Mr. Zuga has been a co-founder and partner of HighCape, and he brings more than 25 years of life sciences investment and banking experience. From August 2012 to September 2013, Mr. Zuga was a managing director of Syngenta Ventures Pte Ltd, an investment vehicle of Syngenta Corp. He was also the founder and managing member of Red Abbey, an investment company, from January 2004 to August 2012. Prior to Red Abbey, Mr. Zuga was a managing director and the head of life sciences investment banking at Legg Mason from 1999 to 2003. He is currently on the boards of Aziyo Biologics, Inc., AgriMetis, LLC, Alba Therapeutics Corporation, MF Fire, Inc. and Virtue Labs LLC. Mr. Zuga received an MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and a B.S. in Business Administration/Finance from Ohio State University.


 

Board of Directors

David Colpman, 58
Director 

From July 2014 to March 2020, Mr. Colpman was the managing partner of Colpman Consulting Ltd, a business development consultancy. Prior to this, Mr. Colpman was a senior vice president at Shire Plc from 1999 to 2014. Prior to Shire Plc, Mr. Colpman had senior roles in business development at Novo Nordisk A/S, Glaxo Wellcome Plc and Boots Pharmaceuticals Ltd. Mr. Colpman serves as a member on the board of directors of HRA Pharma, SA, Forendo Pharma Ltd and Orexo AB. He is also an advisor to Sunstone Capital and HighCape Capital. Mr. Colpman received a B.Sc. from Portsmouth University in the field of pharmacy.


Antony Loebel, M.D., 59
Director 

Dr. Loebel has been the President and CEO of Sunovion, a global biopharmaceutical company focused on the innovative application of science and medicine to help people with serious medical conditions from April 1st, 2019. He also serves as a Director of Sunovion and as an Executive Officer of Sumitomo Dainippon Pharma Co., Ltd (the parent company of Sunovion). His prior industry experience includes seven years in drug development and medical affairs roles at Pfizer from 2001 to 2007. Since 2007, Dr. Loebel has been employed at Sunovion (or a predecessor company); he was Executive Vice President and Chief Medical Officer for 8 years until assuming the CEO role in 2019. Dr. Loebel also serves on the board of irectors of the Pharmaceutical Research and Manufacturers of America (PhRMA). Dr. Loebel is a board-certified psychiatrist, a clinical assistant professor of psychiatry at the New York University School of Medicine, a Fellow of the American Psychiatric Association (APA) and a Fellow of the American College of Neuropsychopharmacology (ACNP). For his achievements in advancing new treatments for central nervous system disorders, Dr. Loebel received the 2015 Award for Leadership from the International Society for CNS Drug Development (ISCDD) and the 2019 CNS Summit Leadership Award. He was also selected by PharmaVOICE in 2019 and 2013 as one of the “100 Most Inspiring People” in the pharmaceutical industry. Dr. Loebel earned an M.D. from the University of Washington School of Medicine in Seattle. He completed his residency in Psychiatry and a research fellowship in Clinical Neurosciences at Zucker Hillside Hospital in Glen Oaks, New York. Dr. Loebel received a B.A. from the University of Washington.


Robert Taub, 73
Director 

Since July 2009, Mr. Taub has been the co-founder and chairman of Nyxoah, a private company which is developing implants to treat Obstructive Sleep Apnea. Mr. Taub was also the chairman of Neuroderm, a publicly traded biotech company, from November 2013 until it was sold to Mitsubishi-Tanabe for $1.1 billion in 2017. In 1995, Mr. Taub founded and served as president, chief executive officer and a member of the board of directors of Omrix, a biopharmaceutical company that marketed biological products for the biosurgical and immunotherapy markets that was sold to Johnson & Johnson in 2008. Prior to establishing Omrix, Mr. Taub co-founded Octapharma AG, a human plasma fractionator, where he served from 1983 to 1995. Prior to Octapharma AG, he held various general management and sales and marketing positions with Monsanto Company, Baxter Travenol Laboratories and the Revlon Health Care Group. Mr. Taub has been director of Maya Gold and Silver since November 2016. He received a B.A. from RUCA Antwerp University and an MBA from INSEAD in Fontainebleau, France.