Stealth BioTherapeutics Corp to Hold Extraordinary General Meeting of Shareholders

BOSTON, October 7, 2022 /PRNewswire/ — Stealth BioTherapeutics Corp (Nasdaq: MITO) (“Stealth” or the “Company”), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving dysfunction mitochondrial, announced today that it has convened an extraordinary general meeting of shareholders (the “AGE”), to be held at 9:30 a.m. (New York City It’s time November 15, 2022at Foley & Lardner LLP, 111 Huntington Ave Suite 2600, Boston, MA 02199, to consider and vote on, among other things, the proposal to clear and approve the previously announced agreement and proposed merger, dated July 31, 2022 (the “Merger Agreement”), between the Company and Stealth Parent Limited, an exempt company limited by liability incorporated under the laws of the Cayman Islands (“Parent”), and Stealth Merger Sub Limited, an exempt company limited by liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the parent company (“Merger Sub”), and the plan of merger must be filed with the Registrar of Companies in the Cayman Islands (the “Merger Plan”) and the transactions contemplated by it, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Merger Plan, upon the Merger becoming effective, Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving Company. If completed, the Merger would have the effect of making the Company a direct private subsidiary of the Parent Company and of the Company’s US depository shares (each representing twelve (12) common shares, par value $0.0003 per share) (the “ADS”) would no longer be listed or traded on any stock exchange, including the Nasdaq Global Market, and the Company’s ADS program would be terminated.

As stated earlier, on July 31, 2022the board of directors of the Company (the “Board”), acting on the unanimous recommendation of a special committee of independent and disinterested directors established by the Board, (a) determined that the merger agreement, the plan merger and the transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair and in the best interests of the Company and its shareholders (other than the buyer group and their respective affiliates) and declared it desirable for the Company to enter into the transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Merger and the completion of the transactions, including the Merger and (c) ordered that the Merger Agreement, the Merger Plan and the transactions, including the Merger, be submitted to the shareholders of the Company for authorization and approval by special resolution.

The Company recommends that its shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Merger Plan and the transactions contemplated by it, including fusion.

Shareholders registered in 4:30 p.m. (New York City It’s time October 7, 2022 shall have the right to attend and vote at the EGM and at any adjournment thereof. ADS holders from 4:30 p.m. (New York City It’s time October 7, 2022 shall have the right to direct Citibank, NA, in its capacity as depositary of the ADSs, to vote the ordinary shares represented by their ADSs at the EGM.

Additional information regarding the EGM, Merger Agreement and Merger Plan can be found in the Statement of Transaction at Exhibit 13E-3 and the Definitive Proxy Circular attached as Exhibit (a) (1), as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), which may be obtained, together with other documents containing information about the Company, the proposed merger and matters related, free of charge, on the SEC’s website (http://www.sec.gov). In addition, the Company’s proxy materials, including the definitive proxy statement, will be mailed to shareholders and ADS holders of the Company.

SHAREHOLDERS AND ADVERTISEMENT HOLDERS ARE ADVISED TO READ THESE DOCUMENTS AND OTHER MATERIALS FILED OR PROVIDED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND THE MATTERS RELATED.

The Company and certain of its directors and executive officers may, under SEC rules, be considered “participants” in the solicitation of proxies from shareholders regarding the proposed merger. Information regarding persons who may be considered “participants” in the proxy solicitation is set forth in Schedule 13E-3 of the Proposed Merger Transaction Report and the accompanying Definitive Proxy Circular. Further information regarding persons who may be considered participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy statement.

This announcement is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities or a solicitation of proxy, vote or approval with respect to the proposed transaction or otherwise, nor should it be a substitute for any proxy statement or other filings that have been or will be filed with the SEC.

About Stealth

We are a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction. Mitochondria, found in almost every cell in the body, are the body’s main source of energy production and are essential for the normal functioning of organs.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding Stealth BioTherapeutics’ expectations regarding the holding of the EGM, the proposals submitted for approval and the approval and performance of the merger agreement, the merger plan and the consummation of the transactions, including the merger, contemplated and the company’s ability to achieve its drug discovery, development and commercialization objectives. Statements that are not historical facts, including statements about Stealth BioTherapeutics’ beliefs, plans and expectations, are forward-looking statements. The words “anticipate”, “expect”, “hope”, “plan”, “potential”, “possible”, “will”, “believe”, “estimate”, “intend”, ” may”, “predict”, “project”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Stealth BioTherapeutics may not achieve the plans, intentions or expectations disclosed in these forward-looking statements. forward-looking statements, and you should not place undue reliance on such forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements due to known and unknown risks, uncertainties and other important factors. factors, including: the ability of Stealth BioTherapeutics to obtain additional financing and continue operations; the impact of the COVID-19 pandemic; the ability to successfully demonstrate the efficacy and safety of Stealth BioTherapeutics’ product candidates and future product candidates; preclinical and clinical results of Stealth BioTherapeutics’ product candidates, which may not support further development and marketing approval; the potential benefits of Stealth BioTherapeutics’ product candidates; the content and timing of decisions made by the FDA, EMA or other regulatory authorities, research review boards at clinical trial sites and publication review bodies, which may affect the launch , the timing and progress of preclinical studies and clinical trials of Stealth BioTherapeutics’ product candidates; Stealth BioTherapeutics’ ability to obtain and maintain required regulatory approvals and enroll patients in its planned clinical trials; unforeseen cash requirements and expenditures; competitive factors; Stealth BioTherapeutics’ ability to obtain, maintain and enforce patent and other intellectual property protections for any product candidates it develops; and general economic and market conditions. These and other risks are described in greater detail under the heading “Risk Factors” included in Stealth BioTherapeutics’ most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”), as well as in any future filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, Stealth BioTherapeutics undertakes no obligation to update any forward-looking statements we have made to reflect subsequent events or circumstances.

Contact

Kendall Investor Relations
Adam Berodoctorate
[email protected]

[email protected]

SOURCE Stealth BioTherapeutics Inc.

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