On August 2, 2023 Roivant (Nasdaq: ROIV) reported that it will redeem all of its outstanding public warrants (the "Public Warrants") and private placement warrants (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants") to purchase Roivant’s common shares (the "Common Shares") pursuant to its Warrant Agreement dated September 30, 2021 with Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) as successor warrant agent (the "Warrant Agent") (the "Warrant Agreement"), that remain outstanding following 5:00 p.m. New York City Time on September 1, 2023 (the "Redemption Date") for a redemption price of $0.10 per Warrant (the "Redemption Price") (Press release, Roivant Sciences, AUG 2, 2023, View Source [SID1234633655]).
Under the terms of the Warrant Agreement, Roivant is entitled to redeem the Public Warrants at a redemption price of $0.10 per Public Warrant if (i) the last reported sales price (the "Reference Value") of the Common Shares is at least $10.00 per share for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) if the Reference Value is less than $18.00 per share, the outstanding Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. This share price performance requirement was satisfied as of July 28, 2023. The Warrant Agent has delivered the notice of redemption (the "Notice of Redemption") to each of the registered holders of the outstanding Warrants on behalf of Roivant.
At any time after the Notice of Redemption has been delivered and prior to 5:00 p.m. New York City Time on the Redemption Date, the Warrants may be: (1) exercised by the Warrant holders for cash, at an exercise price of $11.50 per Common Share, or (2) surrendered by the Warrant holders on a "cashless basis" (a "Make-Whole Exercise"), in which case the surrendering holder will receive a number of Common Shares determined in accordance with the terms of the Warrant Agreement and based on: (i) the period of time between the Redemption Date and the expiration of the Warrants, and (ii) the "redemption fair market value" (being the volume-weighted average price of the Common Shares for the ten trading days immediately following the date of the Notice of Redemption) (the "Redemption Fair Market Value"). Roivant will inform holders of Warrants of the Redemption Fair Market Value no later than one (1) business day after the ten (10) trading day period ends. In no event will the number of Common Shares issued in connection with a Make-Whole Exercise exceed 0.361 Common Shares per Warrant. If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a Common Share, the number of shares the holder is entitled to receive will be rounded down to the nearest whole number of shares. The Public Warrants are listed on Nasdaq under the symbol "ROIVW." The Public Warrants will cease trading on Nasdaq at 5:00 p.m. New York City Time on the Redemption Date.
The rights of the Warrant holders to exercise their Warrants will terminate at 5:00 p.m. New York City Time on the Redemption Date. Any Warrants that remain unexercised at 5:00 p.m. New York City Time on the Redemption Date will be delisted, void and no longer exercisable, and the holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive the Redemption Price.
The Common Shares issuable upon exercise of the Warrants have been registered by Roivant under the Securities Act of 1933, as amended (the "Securities Act"), under a registration statement filed on Form S-3 with, and declared effective by, the Securities and Exchange Commission on October 3, 2023 (Registration No. 333-267503).
Questions concerning redemption and exercise of the Warrants can be directed to the Warrant Agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), at 6201 15th Avenue Brooklyn, NY 11219 Attention: Relationship Management, telephone number (877) 248-6417.
For a copy of the Notice of Redemption, please visit our investor relations website at https://investor.roivant.com/.
None of the Company, its Board of Directors or employees has made or is making any representation or recommendation to any Warrant holder as to whether to exercise or refrain from exercising any Warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any Roivant securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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