Zura Bio, a clinical-stage immunology company specializing in dual-pathway antibodies for autoimmune and inflammatory diseases, has announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”). These initiatives pertain to its outstanding IPO warrants, which include both public warrants traded under “ZURAW” on The Nasdaq Capital Market, and private placement warrants.
The primary objective of the Offer and Consent Solicitation is to streamline the company’s capital structure and mitigate potential dilution effects associated with the IPO warrants.
Under the terms of the Offer, holders of IPO warrants have the opportunity to exchange each warrant for 0.30 Class A ordinary shares. The company intends to issue up to 3,842,999 Class A ordinary shares in exchange for tendered IPO warrants.
Simultaneously, the Consent Solicitation seeks approvals from warrant holders to amend the existing warrant agreement. The proposed amendment would enable the company to exchange each outstanding warrant for 0.27 Class A ordinary shares, representing a 10% reduction from the exchange ratio offered in the Offer. Notably, holders representing approximately 40.7% of public warrants and 65.3% of private placement warrants have already committed to tender their warrants and support the amendment.
The Offer and Consent Solicitation are governed by a Prospectus/Offer to Exchange and Schedule TO filed with the SEC, detailing all terms and conditions. The offering period remains open until 11:59 p.m., Eastern Time, on August 8, 2024, unless extended by the company.
For inquiries regarding the Offer and Consent Solicitation, Cantor Fitzgerald & Co. serves as the Dealer Manager, reachable at (212) 915-1800 (toll-free). Alliance Advisors and Continental Stock Transfer & Trust Company are appointed as the Information Agent and Exchange Agent, respectively, to assist stakeholders with any questions or requests related to the process.
