Stealth BioTherapeutics Corp, a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced that its Board of Directors (the “Board”) has received a preliminary non-binding proposal letter dated June 24, 2022 (the “Proposal Letter”) from Morningside Venture (I) Investments Ltd. for itself and on behalf of its affiliates (“Morningside”) and J. Wood Capital Advisors LLC (“J. Wood Capital”) to acquire all outstanding ordinary shares (the “Shares”) of the Company not already beneficially owned by Morningside, including Shares represented by American Depositary Shares of the Company (the “ADSs”, each representing 12 Shares), in a going-private transaction (the “Proposed Transaction”) for US$0.026 in cash per Share and US$0.313 in cash per ADS. A copy of the Proposal Letter is attached hereto as Exhibit A. The Board previously formed a committee of three independent directors (the “Special Committee”), consisting of Mr. Kevin McLaughlin, Dr. Francis Chen, and Dr. Lou Lange to, among other authority delegated to the Special Committee, evaluate all strategic alternatives available to the Company. The Special Committee expects to retain a financial advisor to assist with its evaluation of the Proposed Transaction or any alternative transaction the Company may pursue. Consistent with the powers granted by the Board, the Special Committee will evaluate the Proposed Transaction and all other strategic alternatives available to the Company.
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The Board and the Special Committee caution holders of the Company’s Shares, including Shares represented by ADSs, and others considering trading the Company’s securities that no decisions have been made with respect to the Proposed Transaction or any alternative transaction that the Company may pursue. There can be no assurance that any definitive agreement will be executed relating to the Proposed Transaction or that any alternative transaction will be received, approved or consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.