Panacea Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Nuvation Bio, Inc.
ENTERPRISE VALUE: 1.319 billion
ANTICIPATED SYMBOL: NUVB
Nuvation Bio Inc., a biopharmaceutical company focused on revolutionizing cancer treatment by discovering, developing and delivering therapies that tackle some of the greatest needs in oncology, and Panacea Acquisition Corp. (NYSE: PANA), a special purpose acquisition company (SPAC) sponsored by EcoR1 Capital, today announced they have entered into a definitive business combination agreement. Upon closing of the transaction, Panacea will be renamed Nuvation Bio Inc. (the Combined Company); its common stock is expected to remain listed on the New York Stock Exchange (NYSE) under the new ticker symbol “NUVB.”
The Combined Company is expected to have cash resources of more than $850 million at the closing of the transaction (assuming no redemptions) and will continue to operate under the Nuvation Bio executive team, led by Dr. Hung. The Boards of Directors of both Panacea and Nuvation Bio have approved the proposed transaction. Completion of the transaction, which is expected in the first quarter of 2021, is subject to approval of both companies’ shareholders and the satisfaction or waiver of certain other customary closing conditions, including expiration of the Hart-Scott-Rodino Act waiting period.
Nuvation Bio will use the proceeds of the business combination and concurrent equity financings, together with its existing cash resources, to advance into clinical development up to six compounds that have resulted from its drug discovery and development programs. These programs include a cyclin-dependent kinase (CDK) inhibitor program, a BET inhibitor program, a WEE1 inhibitor program, an adenosine A2A receptor inhibitor program, and a drug-drug conjugate (DDC) platform that to date has yielded investigational compounds targeting hormone-driven cancers, such as prostate, breast and ovarian cancers. The U.S. Food and Drug Administration (FDA) recently accepted Nuvation Bio’s first Investigational New Drug (IND) application, and Nuvation Bio plans to initiate enrollment in a Phase 1/2 study of its lead investigational compound, NUV-422, a CDK2/4/6 inhibitor, in patients with high-grade gliomas, including glioblastoma multiforme (GBM), by the first quarter of 2021. Nuvation Bio anticipates submitting up to five additional INDs by 2026 for therapies targeting some of the most difficult-to-treat solid tumors and hematologic cancers.
TRANSACTION
Current Nuvation Bio shareholders and option holders are converting 100% of their vested equity interests into a total of 150 million shares or equivalent options of the Combined Company. Current shareholders of Panacea are retaining their shares of common stock and warrants of Panacea, which will become common stock and warrants of the Combined Company on a one-for-one basis.
In addition to the approximately $144 million held in Panacea’s trust (assuming no redemptions), a group of premier healthcare investors has committed to participate in concurrent equity financings totaling slightly more than $500 million at $10 per share. Investors include lead investor EcoR1 Capital, an existing Nuvation Bio shareholder that has committed to invest $50 million, including its $25 million forward purchase agreement, as well as new investors 683 Capital, Ally Bridge Group, Avidity Partners, Deerfield Management Company, Irving Investors, Monashee Investment Management LLC, OrbiMed, Wellington Management, and other existing Nuvation Bio shareholders including The Baupost Group, Boxer Capital of the Tavistock Group, Fidelity Management & Research Company, LLC, Omega Funds, Perceptive Advisors, Redmile Group, and Surveyor Capital (a Citadel Company).
NOTABLE CONDITIONS TO CLOSING
- Cash Closing Requirement is at least equal to or greater than $500.0 million
- To the extent the Founder has not funded at least $20.0 million of the PIPE Investment amount, then the Cash Closing Requirement shall be reduced dollar for dollar by the amount of such shortfall
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred by April 18, 2021
PIPE
- PIPE Investors have collectively subscribed for 47,755,000 shares of Panacea Class A common stock for an aggregate purchase price equal to $477,550,000 (the “PIPE Investment”), a portion of which is expected to be funded by the Founder, which coupled with the $25,000,000 in proceeds from the forward purchase agreement entered into in connection with Panacea’s initial public offering will result in equity financings totaling slightly more than $500,000,000
LOCK-UP AGREEMENT
Lock-Up applies to Sponsor and Founder, purchasers in FPA, and certain Nuvation stockholders. Terms given below:
- (i) the date that is 365 days after Closing for , 180 days
- (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing that results in all of the public stockholders of Panacea having the right to exchange their shares of common stock for cash securities or other property
- (iii) the day after the date on which the closing price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing
ADVISORS
- Jefferies is acting as lead capital markets and financial advisor to Nuvation Bio
- BMO Capital Markets, BTIG, RBC Capital Markets and Wedbush PacGrow are also acting as advisors to Nuvation Bio
- Cooley is acting as legal counsel to Nuvation Bio
- Cowen is acting as financial advisor to Panacea and private placement agent
- Skadden Arps Slate Meagher & Flom is acting as legal counsel to Panacea
PANACEA ACQUISITION CORP. MANAGEMENT & BOARD
Executive Officers
Oleg Nodelman, 43
Chief Executive Officer & Chairman
Mr. Nodelman has been the Portfolio Manager of EcoR1, a biotech-focused investment advisory firm that invests in companies at all stages of research and development, since he founded it in 2013. With nearly 20 years of experience in biotech investing, Mr. Nodelman has expertise in all aspects of investment management and deep roots in the biotech and scientific communities. Before founding EcoR1, Mr. Nodelman was an analyst and portfolio manager from 2001 to 2012 at Biotechnology Value Fund. Prior to BVF, Mr. Nodelman worked in strategic consulting and organizational management at Mercer Management Consulting (now Oliver Wyman). He currently serves as a Board Member for Prothena (Nasdaq: PRTA), a clinical-stage neuroscience company focused on the discovery and development of novel therapies. Mr. Nodelman has a Bachelor of Science in Foreign Service with a concentration in Science and Technology from Georgetown University.
Scott Perlen, 45
Chief Financial Officer
Mr. Perlen has been the Chief Financial Officer of EcoR1 since joining the firm in 2019. He oversees accounting and finance for EcoR1 and its investment funds as well as the funds’ day to day trade operations. Prior to joining EcoR1 in 2019, Mr. Perlen served as Chief Financial Officer for seven years at Sheffield Asset Management, LLC, a Chicago-based investment firm. Prior to Sheffield, Mr. Perlen was a Vice President at Grosvenor Capital Management, LP, a global leader in the alternative asset industry. During his seven years at Grosvenor, Mr. Perlen managed a group dedicated to providing outsourced CFO functionality to a number of investment firm managers and also assisted in performing operational due diligence reviews on underlying investment firms. Prior to joining Grosvenor in 2005, Mr. Perlen was an Assistant Vice President at Bank of America, focusing on operational risk and accounting for the bank’s derivatives business. From 1997 to 2002, Mr. Perlen managed the operations and fund accounting at Sunrise Capital Partners, LLC, a San Diego-based investment firm. Mr. Perlen received his Bachelor of Science in Finance from the University of Illinois at Urbana-Champaign in 1997.
Scott Platshon, 28
Chief Operating Officer
Mr. Platshon joined EcoR1 in 2015 where he currently serves as a Principal and is responsible for due diligence and analysis of biotechnology companies for value-oriented investment opportunities. Mr. Platshon previously worked at Aquilo Partners, a boutique life sciences investment bank. Mr. Platshon holds a Bachelor of Science in Bioengineering from Stanford University.
Caroline Stout, 29
Chief Investment Officer
Ms. Stout joined EcoR1 in 2014 where she currently serves as a Principal. At EcoR1, she has led several of the firm’s investments in the biotechnology sector. Ms. Stout previously worked as an Investment Banking Analyst at Credit Suisse in New York. She has experience working on a range of transactions in the healthcare and biotechnology sectors, including leveraged buyouts, initial public offerings and follow-on equity raises. Ms. Stout graduated magna cum laude from Georgetown University with a Bachelor of Arts in Economics, a Pre-Medical concentration, and Cognitive Science minor.
Sarah Marriott, 43
Secretary & Director
Ms. Marriott joined EcoR1 in 2014 and is the firm’s Chief Operating Officer and Chief Compliance Officer, where she is responsible for operational, regulatory and compliance issues. Ms. Marriott has experience working across the diverse areas of civil and criminal litigation. Prior to EcoR1, she served as a Deputy District Attorney in Solano County, California. Prior to serving as a prosecutor, Ms. Marriott practiced at Orrick, Herrington & Sutcliffe LLP in San Francisco, where she handled commercial litigation matters. Ms. Marriott previously completed a clerkship on the federal Court of Appeals for the Tenth Circuit. Ms. Marriott holds a law degree from the University of California, Berkeley, and a Bachelor of Arts degree from Amherst College.
Board of Directors
Daniel Bradbury, 59
Director
Since January 2020, Mr. Bradbury has served as Executive Chairman of Equillium, Inc. (Nasdaq: EQ), a biopharmaceutical company that develops products to treat severe autoimmune and inflammatory disorders with high unmet medical need and which he co-founded. Mr. Bradbury served as Chairman of Equillium, Inc. from March 2018 through December 2019. Mr. Bradbury also previously served as Chief Executive Officer of Equillium, Inc., from June 2018 through December 2019 and as President of Equillium, Inc. from March 2017 until June 2018. He has also served as the Managing Member of BioBrit, LLC, a life sciences consulting and investment firm, since 2012. Prior to co-founding Equillium, he served as the President, Chief Executive Officer and Director of Amylin Pharmaceuticals, a biopharmaceutical company focused on metabolic diseases. During his 18-year tenure at Amylin, the company launched three first-in-class medicines, including the first once-a-week therapy to treat diabetes, and was listed on the Nasdaq 100. He served as Amylin’s Chief Executive Officer from March 2007 until its acquisition by Bristol-Myers Squibb Company in August 2012 for $7 billion. Before joining Amylin, Mr. Bradbury worked in marketing and sales for 10 years at SmithKline Beecham Pharmaceuticals. He serves on the board of directors of Intercept Pharmaceuticals (Nasdaq: ICPT), Castle Biosciences, Inc. (Nasdaq: CSTL), and a number of private companies and philanthropic organizations. Mr. Bradbury received a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom.
Graham Cooper, 50
Director
Mr. Cooper is a member of the boards of directors of Unity Biotechnology (Nasdaq: UBX), Kezar Life Sciences (Nasdaq: KZR), Beam Therapeutics (Nasdaq: BEAM) and Applied Molecular Transport (private). Mr. Cooper also previously served as a member of the board of directors of Celladon Corporation, which merged with Eiger BioPharmaceuticals, Inc. (Nasdaq: EIGR) in 2016. From March 2018 until May 2019, Mr. Cooper served as the Chief Financial Officer and Chief Operating Officer of Assembly Biosciences, Inc. Prior to joining Assembly, he was Chief Financial Officer of Receptos, Inc., from 2013 until its sale in 2015 to Celgene for $7.8 billion. In 2012, Mr. Cooper was the Chief Financial Officer of Geron Corporation, a biopharmaceutical company focused on cancer therapies. From 2006 until 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc., a biotechnology company focused on obesity therapies. From 1999 to 2006, Mr. Cooper held positions of increasing responsibility including Director, Health Care Investment Banking, at Deutsche Bank Securities, where he was responsible for executing and managing a wide variety of financing and merger and acquisition transactions in the life sciences field. From 1992 to 1995, he worked as an accountant at Deloitte & Touche, where he earned his C.P.A. Mr. Cooper holds a B.A. in Economics from the University of California at Berkeley and an M.B.A. from the Stanford Graduate School of Business.
Faheem Hasnain, 62
Director
In 2015, Mr. Hasnain co-founded Gossamer Bio (Nasdaq: GOSS), a publicly traded biotechnology company focused on discovering, acquiring, developing and commercializing therapeutics in the disease areas of immunology, inflammation and oncology, and served as its Chief Executive Officer through July 2018, at which time he became Gossamer Bio’s Executive Chairman. Since 2019, Mr. Hasnain has served as non-executive Chairman of Gossamer Bio. Prior to Gossamer Bio, Mr. Hasnain served as President, Chief Executive Officer and a director of Receptos, Inc. from November 2010 until the company’s acquisition by Celgene Corporation in August 2015 for $7.8 billion. Prior to joining Receptos, Mr. Hasnain was the President and Chief Executive Officer and a director of Facet Biotech Corporation, a biology driven antibody company with a focus in multiple sclerosis and oncology. He held that position from December 2008 until the company’s acquisition by Abbott Laboratories in April 2010 for over $700 million. Previously, Mr. Hasnain was President, Chief Executive Officer and a director of PDL BioPharma, Inc. from October 2008 until Facet Biotech was spun off from PDL BioPharma in December 2008. From October 2004 to September 2008, Mr. Hasnain served at Biogen Idec Inc., a biotechnology company specializing in neurological disorders, autoimmune disorders and cancer, most recently as Executive Vice President in charge of the oncology/rheumatology strategic business unit. Prior to Biogen Idec, Mr. Hasnain held roles at Bristol Myers Squibb, where he was President of the Oncology Therapeutics Network, and at GlaxoSmithKline and its predecessor organizations, the latter for 14 years. He has been Chairman of the Board of Sente, Inc. since 2008, Chairman of the Board of Tocagen Inc. (Nasdaq: TOCA) since November 2014, Lead Independent Director of Kura Oncology (Nasdaq: KURA) since 2015, Chairman of the Board of Mirati Therapeutics, Inc. (Nasdaq: MRTX) since February 2019 and a member of the Board of Overseers of Scripps Research Institute since 2018. He previously served as Chairman of the Board of Ambit Biosciences Corporation and served as a member of the Board of Directors of Tercica, Inc., Aragon Pharmaceuticals, Somaxon Pharmaceuticals, Inc. and Vital Therapies, Inc. Mr. Hasnain received a B.H.K. and B.Ed. from the University of Windsor Ontario in Canada.
Shalini Sharp, 45
Director
Ms. Sharp is currently the Chief Financial Officer at Ultragenyx (Nasdaq: RARE), which she joined in May 2012. She is responsible for leading the corporate finance, strategy, and information technology functions and is a member of the company’s executive leadership team. Ms. Sharp is a member of the Board of Directors of Neurocrine Biosciences (Nasdaq: NBIX), a neuroscience-focused biopharmaceutical company, Sutro Biopharma (Nasdaq: STRO), a drug discovery, development and manufacturing company focused on creating next-generation oncology therapeutics, and Precision Biosciences, a privately-held genome editing company. She is also a board member of TB Alliance, a non-profit organization dedicated to the development and distribution of treatments for tuberculosis in the developing world. She previously served on the Board of Array Biopharma from 2017 until its sale to Pfizer in 2019. Prior to Ultragenyx, Ms. Sharp was Chief Financial Officer of Agenus Inc. (Nasdaq: AGEN), a biotechnology company focused on cancer immunotherapies from 2006 to 2012 and served on the Board of Agenus from 2012 to 2018. She joined Agenus in 2003 and held increasing roles of responsibility spanning strategic planning, corporate development, investor relations, corporate finance and business development. Prior to Agenus, Ms. Sharp held similar roles at Elan Pharmaceuticals from 1998 to 2003, including serving as chief of staff to the Chairman of the Board of Directors during that company’s restructuring. Ms. Sharp was also a management consultant at McKinsey & Company as well as an investment banker at Goldman Sachs, specializing in pharmaceuticals and medical devices. Ms. Sharp holds both a B.A., magna cum laude, and M.B.A., from Harvard University.