Combined company renamed Nuvation Bio Inc., will be listed on the New York Stock Exchange under ticker symbol “NUVB”
Strong cash position of approximately $830 million includes approximately $646 million held in Panacea’s trust account and from concurrent private financings
NEW YORK – February 10, 2021 – Nuvation Bio Inc., a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates, today announced the completion of its business combination with Panacea Acquisition Corp. (NYSE: PANA), a special purpose acquisition company (SPAC) sponsored by EcoR1 Capital. The resulting combined company will commence trading its shares on the New York Stock Exchange (NYSE) under the ticker symbol “NUVB” on February 11, 2021.
The business combination was approved by Panacea’s shareholders on February 9, 2021 and was previously approved by Nuvation Bio shareholders. Nuvation Bio’s management team will lead the combined company, with founder David Hung, M.D., serving as chief executive officer. Nuvation Bio will have a total cash position of approximately $830 million after transaction costs, including approximately $646 million held in Panacea’s trust account and received in concurrent private financings led by EcoR1 Capital, as well as 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).
“We are dedicated to finding new treatments for patients with the most difficult-to-treat cancers, and our strategy, together with the capital raised from the successful completion of this transaction, positions us well to continue advancing our deep pipeline of novel and mechanistically distinct oncology therapeutic product candidates,” said Dr. Hung. “We thank EcoR1 Capital, our investor syndicate and our Board of Directors for sharing and supporting our vision. Together with the entire Nuvation Bio team, we look forward to maintaining an unwavering commitment to transformative science and medicine and to impacting the lives of patients in need.”
“While progress and innovation have led to great advances in cancer treatment, patients fighting a number of the most difficult-to-treat cancers remain deeply underserved. We are proud to partner with Nuvation Bio and believe it is uniquely well equipped for success with its highly experienced team, promising pipeline and versatile technology platform,” said Oleg Nodelman, chairman and chief executive officer of Panacea. “We look forward to the rapid development of Nuvation Bio’s programs and are confident in their potential to advance treatment for these cancers, delivering value to patients, their families and all stakeholders.”
Nuvation Bio is advancing six compounds in its wholly-owned pipeline, which include a cyclin-dependent kinase (CDK) inhibitor program, a bromodomain and extra-terminal (BET) inhibitor program, a Wee1 inhibitor program, an A2a adenosine 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. Patient recruitment and dosing is ongoing in Nuvation Bio’s 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). Nuvation Bio anticipates submitting up to five additional Investigational New Drug (IND) applications to the U.S. Food and Drug Administration (FDA) by 2026 for therapies targeting some of the most difficult-to-treat solid and hematologic cancers.
Summary of the Transaction
On October 20, 2020, Nuvation Bio, a privately held biotechnology company, entered into a definitive business combination agreement with Panacea Acquisition Corp. (NYSE: PANA), a special purpose acquisition company (SPAC) sponsored by EcoR1 Capital that was created for the purpose of entering into a business combination with a biopharmaceutical company and bringing the combined entity to the NYSE.
As a result of the business combination, Nuvation Bio has a total cash position of approximately $830 million after transaction costs, which includes approximately $144 million held in Panacea’s trust account and $502 million from concurrent private financings led by EcoR1 Capital, as well as 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).
A more detailed description of the terms of the transaction has been provided in a proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (SEC) by Panacea on January 20, 2021.
Jefferies acted as lead capital markets and financial advisor to Nuvation Bio. BMO Capital Markets, BTIG, RBC Capital Markets and Wedbush PacGrow also acted as advisors to Nuvation Bio. Cooley acted as legal counsel to Nuvation Bio. Cowen acted as financial advisor to Panacea and private placement agent. Skadden Arps Slate Meagher & Flom acted as legal counsel to Panacea.
About Nuvation Bio
Nuvation Bio is a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio’s proprietary portfolio includes six novel and mechanistically distinct oncology therapeutic product candidates, each targeting some of the most difficult-to-treat types of cancer. Nuvation Bio was founded in 2018 by biopharma industry veteran David Hung, M.D., who previously founded Medivation, Inc., which brought to patients one of the world’s leading prostate cancer medicines. Nuvation Bio has offices in New York and San Francisco. For more information, please visit www.nuvationbio.com.
Panacea was a blank check company formed for the purpose of effecting a business combination with one or more businesses with a focus on the biotechnology sector. Panacea was led by Chairman and Chief Executive Officer Oleg Nodelman, Chief Financial Officer Scott Perlen, Chief Operating Officer Scott Platshon and Chief Investment Officer Caroline Stout.
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Nuvation Bio’s business strategy, cash resources, current and prospective product candidates, planned preclinical activities, clinical trials, IND and other regulatory filings and potential product approvals, and the potential for market acceptance of any approved products and the related market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management team of Nuvation Bio and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nuvation Bio. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed in the proxy statement/prospectus filed with the SEC on January 20, 2021, under the heading “Risk Factors,” and other documents that Nuvation Bio has filed or will file, with the SEC. If any of these risks materialize or Nuvation Bio’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Nuvation Bio does not presently know, or that Nuvation Bio currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Nuvation Bio’s expectations, plans or forecasts of future events and views as of the date of this press release. Nuvation Bio anticipates that subsequent events and developments will cause Nuvation Bio’s assessments to change. However, while Nuvation Bio may elect to update these forward-looking statements at some point in the future, Nuvation Bio specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Nuvation Bio’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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