On December 29, 2022 F-star Therapeutics, Inc. (the "F-star") reported the following update regarding its Agreement and Plan of Merger, dated as of June 22, 2022, as amended (the "Merger Agreement"), by and among, the Company, invoX Pharma Limited ("invoX"), Fennec Acquisition Incorporated, a wholly owned subsidiary of invoX ("Fennec" and together with the F-star and invoX, the "Parties"), and Sino Biopharmaceutical Limited, as guarantor ( "Sino Biopharm") (Filing, 8-K, F-star, DEC 29, 2022, View Source [SID1234625661]):
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Effective at December 29, 2022 at 12:05 a.m. Eastern Time, the Committee on Foreign Investment in the United States ("CFIUS") issued an order (the "Interim Order") preventing the consummation of the transactions pursuant to the Merger Agreement, citing unresolved national security risks. The Interim Order also prohibits (1) the transfer, lease, license, sale, or otherwise acquisition of any asset or affiliate of F-star to Sino Biopharm, invoX, or any of their affiliates, or (2) the transfer, lease, license, sale, or acquisition otherwise of any securities, equity, or other ownership interests or rights in F-star or any affiliate of F-star, including any rights to acquire any of the foregoing, by Sino Biopharm, invoX, Fennec, or any affiliates of any of the foregoing, including through merger.
The Interim Order is for an indeterminate duration, lasting until: (1) CFIUS concludes action under Section 721 with respect to the transaction; (2) the President of the United States ("President") takes action or declines to take action under Section 721 with respect to the transaction; or (3) CFIUS or the President revokes or terminates this Interim Order.
The purpose of the Interim Order is to provide CFIUS adequate opportunity to continue its review and investigation. The Parties may provide CFIUS with additional relevant information and CFIUS will consider such information, including information regarding the Interim Order or proposals to mitigate the identified national security risks.
As described below, the extension of the tender offer enables the Parties to have additional time for discussions with CFIUS regarding the Interim Order and to evaluate whether mitigation steps can be taken to permit the timely closing of the transactions contemplated by the Merger Agreement. Previously, CFIUS had confirmed to the Parties that it had determined that mitigation measures would be available. However, other than outlining some core attributes of such mitigation, CFIUS had provided no specific information, had indicated its views were preliminary, and had not indicate a timetable for its determination of any specific requirements to be imposed.
Tender Offer Extended Until 5 p.m. Eastern Time on Friday December 30, 2022
On December 29, 2022, invoX, Fennec, and Sino Biopharm extended the Offer to 5:00 p.m., Eastern Time, on December 30, 2022. The End Date, as defined in the Merger Agreement, is one (1) minute past 11:59 p.m., Eastern Time, on December 30, 2022. As previously described, the Merger Agreement may be terminated by either party, subject to certain exceptions, if any of the Offer conditions, are not satisfied or waived, to the extent waiveable, by Purchaser on or before the End Date. The foregoing provides the Parties additional time to have discussions with CFIUS regarding the Interim Order and to evaluate any next steps.
The Offer was previously set to expire at one (1) minute past 11:59 p.m., Eastern Time, on December 28, 2022. As of such time, the Depositary had advised that Shares representing approximately 76% of the outstanding Shares had been validly tendered into and not properly withdrawn from the Offer.