Item 8.01 Other Events
As previously disclosed, on February 7, 2021, ARYA Sciences Acquisition Corp III
("ARYA") entered into a Business Combination Agreement (the "Business
Combination Agreement") with Nautilus Biotechnology, Inc. ("Nautilus"), among
others. A copy of the Business Combination Agreement was attached as Exhibit 2.1
to ARYA's Current Report on Form 8-K, filed with the Securities and Exchange
Commission ("SEC") on February 8, 2021.
Following the entry into the Business Combination Agreement, ARYA received four
letters (the "Shareholder Letters") from purported shareholders of ARYA claiming
certain allegedly material omissions in its preliminary proxy
statement/prospectus filed on March 26, 2021 (as amended, the "Proxy Statement")
in connection with the transactions contemplated by the Business Combination
Agreement (together, the "Business Combination").
While ARYA believes that the disclosures set forth in the Proxy Statement comply
fully with applicable law, in order to moot the plaintiffs' disclosure claims in
the Shareholder Letters, to avoid nuisance, cost and distraction, and to
preclude any efforts to delay the closing of the Business Combination, ARYA has
determined to voluntarily supplement the Proxy Statement with the supplemental
disclosures set forth below (the "Supplemental Disclosures"). Nothing in the
Supplemental Disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein. To
the contrary, ARYA specifically denies all allegations in the Shareholder
Letters that any additional disclosure was or is required. ARYA believes the
Shareholder Letters are without merit.
Supplemental Disclosures to Proxy Statement
The following supplemental information should be read in conjunction with the
Proxy Statement, which should be read in its entirety. All page references are
to pages in the Proxy Statement, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement. Underlined text shows text
being added to a referenced disclosure in the Proxy Statement.
The following disclosure replaces the third paragraph under the heading
"Background to the Business Combination" on page 108 of the Proxy Statement.
On December 16, 2020, Nautilus executed a non-disclosure agreement with ARYA,
pursuant to which ARYA and Nautilus agreed to exchange confidential information
for purposes of further evaluating and, each party saw fit, negotiating,
pursuing and consummating a potential business combination transaction. Such
non-disclosure agreement contained customary terms for a special purpose
acquisition company and a private company target, including confidentiality
provisions and use restrictions for information provided by the target and
exceptions to such provisions. ARYA did not enter into any other non-disclosure
agreements.
The following disclosure replaces the fourth paragraph under the heading
"Background to the Business Combination" on page 108 of the Proxy Statement.
On December 17, 2020, representatives of ARYA, K&E, Jefferies LLC ("Jefferies")
and Goldman Sachs & Co. LLC ("Goldman"), as placement agents in connection with
the PIPE Financing and financial advisors to ARYA (the "Placement Agents"),
Skadden, Arps, Slate Meagher & Flom LLP ("Skadden"), as counsel to Jefferies and
Goldman, Nautilus, Morgan Stanley & Co. LLC ("Morgan Stanley"), as financial
advisor to Nautilus, and Wilson Sonsini conducted a meeting telephonically
during which the parties and their respective representatives and advisors
discussed the timeline and process to signing definitive agreements providing
for a potential business combination, and discussed and tentatively agreed on a
work plan ultimately leading to such definitive agreements in late January or
early February 2021. In connection with the consummation of the Business
Combination, Jefferies and Goldman will be entitled to (i) an aggregate of
$5,232,500 in deferred underwriting compensation, as set forth in the
registration statement for ARYA's initial public offering, and (ii) customary
fees in connection with the PIPE Financing and Business Combination. These fees
will be paid at the closing of the Business Combination, and are conditioned
upon the successful completion of the Business Combination; if the Business
Combination does not close, Jefferies and Goldman will not be entitled to such
fees. Neither of the Placement Agents performed any analyses in connection with
the ARYA Board's review of the Business Combination.
--------------------------------------------------------------------------------
The following disclosure replaces the second paragraph under the heading
"Background to the Business Combination" on page 107 of the Proxy Statement.
Between December 12, 2020 and December 14, 2020, representatives of ARYA and
Kirkland & Ellis LLP ("K&E"), counsel to ARYA, on the one hand, and
representatives of Nautilus and Wilson Sonsini Goodrich & Rosati ("Wilson
Sonsini"), counsel to Nautilus, on the other hand, held multiple calls and
exchanged multiple revised drafts of the term sheet. Over the same period of
time, the representatives and advisors for ARYA and Nautilus held numerous
conference calls regarding the revised drafts of the term sheet and came to
agreement on the outstanding business issues, including, among others: (a) the
pre-transaction equity value of Nautilus (which the parties agreed would be a
fixed equity value of $900 million with no adjustments, subject to confirmatory
due diligence and appropriate representations, warranties and covenants (and
related closing bring-down standards) to provide additional comfort that there
are not significant change of control payments or other shareholder "leakage"
related to the transaction); (b) the key closing conditions (including the
amount and components of the minimum proceeds condition and whether such
condition would be mutual or one-way); (c) the post-closing ARYA Board
composition (which the parties agreed would be a nine person board of directors,
consisting of six existing directors or observers of the Nautilus board of
directors, one individual designated by Sponsor and two "independent" directors
to be designated by Nautilus and reasonably acceptable to Sponsor) and the
post-closing governance structure of the combined company; and (d) the
post-closing incentive equity plans (which the parties agreed would consist of
an incentive equity plan and an employee stock purchase plan, with the
respective sizes and terms being agreed to by the parties and taking into
account the recommendations of an independent compensation consultation engaged
by Nautilus that is familiar with the implementation of incentive plans in
technology and life sciences initial public offerings). In connection with these
negotiations, ARYA and Nautilus also agreed that no current officers of ARYA
will serve as officers of the combined company and the current officers of ARYA
will not otherwise be employees of the combined company, upon consummation of
the Business Combination, and the directors (except for the individual
designated by the Sponsor, who may be one of the current directors of ARYA) and
officers of ARYA each will resign as a director and/or officer of ARYA, as
applicable, in connection with the closing of the Business Combination.
General Meeting Dial-in Information
As previously announced, the extraordinary general meeting of ARYA shareholders
(the "General Meeting") will be held on Tuesday, June 8, 2021 at 9:00 a.m., New
York City Time. On June 1, 2021, ARYA issued a press release announcing that,
due to the public health and safety concerns related to the coronavirus
(COVID-19) pandemic and recommendations and orders from federal and New York
authorities, ARYA shareholders will be able to join the General Meeting remotely
by teleconference. The purpose of the General Meeting is to vote on certain
proposals relating to the previously announced Business Combination Agreement. A
copy of the press release is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K.
The General Meeting will be accessible by teleconference by dialing (833)
780-7941 (toll free-North America) or (704) 815-6180 (International) and by
using the Conference ID 4491538. Shareholders will be able to ask questions to
ARYA's management via the conference line.
All information about the General Meeting, including the definitive proxy
statement/final prospectus, is available at https://www.cstproxy.co
/aryasciencesacquisitioncorpiii/sm2021
--------------------------------------------------------------------------------
Additional Information
ARYA has filed, and the SEC has declared effective, a Registration Statement on
Form S-4, containing a definitive proxy statement/final prospectus relating to
the proposed Business Combination. ARYA has mailed the definitive proxy
statement/final prospectus and other relevant documents to its shareholders of
record. This communication is not a substitute for the definitive proxy
statement/final prospectus or any other document that ARYA sent or will send to
its shareholders in connection with the Business Combination. Investors and
security holders of ARYA are advised to read the definitive proxy
statement/final prospectus in connection with ARYA's solicitation of proxies for
its extraordinary general meeting of shareholders to be held to approve the
Business Combination (and related matters) because the definitive proxy
statement/final prospectus contains important information about the Business
Combination and the parties to the Business Combination. Shareholders are also
able to obtain copies of the definitive proxy statement/final prospectus,
without charge, at the SEC's website at www.sec.gov or by directing a request
to: 51 Astor Place, 10th Floor, New York, New York 10003.
Participants in the Solicitation
ARYA, Nautilus and their respective directors, executive officers, other members
of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of ARYA's shareholders in connection with the
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in ARYA is contained in the
definitive proxy statement/final prospectus, which was filed with the SEC and is
available free of charge at the SEC's website at www.sec.gov, or by directing a
request to: 51 Astor Place, 10th Floor, New York, New York 10003.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are 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 future events, the Business Combination between ARYA and Nautilus, the
estimated or anticipated future results and benefits of the combined company
following the Business Combination, including the likelihood and ability of the
parties to successfully consummate the Business Combination, future
opportunities for the combined company, and other statements that are not
historical facts. These statements are based on the current expectations of
ARYA's management 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, by any investor 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 Arya and Nautilus. These statements are subject to a
number of risks and uncertainties regarding ARYA's businesses and the Business
Combination, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, general economic, political and
business conditions; the inability of the parties to consummate the Business
Combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement; the
outcome of any legal proceedings that may be instituted against the parties
following the announcement of the Business Combination; the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; the risk that the approval
of the shareholders of ARYA or Nautilus for the potential transaction is not
obtained; failure to realize the anticipated benefits of the Business
Combination, including as a result of a delay in consummating the potential
transaction or difficulty in integrating the businesses of ARYA and Nautilus;
the risk that the Business Combination disrupts current plans and operations as
a result of the announcement and consummation of the Business Combination; the
ability of the combined company to grow and manage growth profitably and retain
its key employees; the amount of redemption requests made by ARYA's
shareholders; the inability to obtain or maintain the listing of the
post-acquisition company's securities on Nasdaq following the Business
Combination; costs related to the Business Combination; and those factors
discussed in ARYA's definitive proxy statement/final prospectus relating to the
Business Combination or final prospectus relating to its initial public
offering, dated August 6, 2020, and other filings with the SEC. There may be
additional risks that ARYA presently does not know or that ARYA 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 provide ARYA's expectations, plans or forecasts of future events and
views as of the date of this communication. ARYA anticipates that subsequent
events and developments will cause ARYA's assessments to change. However, while
ARYA may elect to update these forward-looking statements at some point in the
future, ARYA specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing ARYA's
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit
Number Description
99.1 Press Release, dated June 1, 2021
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses