$480 million Business Combination to Accelerate the
Commercialization of an Innovative FDA-Approved Cardiovascular
Disease Treatment
HDL Therapeutics, Inc. (“HDL Therapeutics”), a privately held
commercial stage biotech company with an FDA-approved
cardiovascular therapy the Plasma Delipidation System (PDS-2™
System) for reducing coronary atheroma in patients with homozygous
familial hypercholesterolemia (HoFH), has signed a definitive
merger agreement with Swiftmerge Acquisition Corp. (NASDAQ: IVCP)
(“Swiftmerge”), a special purpose acquisition company with a
disruptive consumer healthcare focused team. Under the terms of the
merger agreement, a wholly-owned subsidiary of Swiftmerge will
merge with and into HDL Therapeutics after which HDL Therapeutics
will be a wholly owned subsidiary of Swiftmerge, and the holders of
the outstanding HDL Therapeutics preferred stock and common stock
will receive a combination of cash and equity in Swiftmerge having
a total value of $400 million (subject to adjustments). The
business combination between HDL Therapeutics and Swiftmerge (the
“Transaction”) values the combined company at approximately $480
million.
Upon closing of the Transaction, Swiftmerge will change its name
to HDL Therapeutics, Inc. and Michael Matin will be Chairman of the
Board and Chief Executive Officer of the combined company. It is
anticipated that HDL Therapeutics will trade on the NASDAQ with the
ticker symbol “HDLT”. The Transaction is expected to close in the
fourth quarter 2023, with Swiftmerge to domesticate from the Cayman
Islands to a Delaware corporation prior to the closing.
Company Overview
HDL Therapeutics aims to be a leader in treating high-risk
plaques in coronary arteries of patients with heart disease. These
plaques are prone to rupture and put patients at high-risk for
serious cardiac events. The patented technology platform developed
by HDL Therapeutics can significantly regress these high-risk
plaques in adult patients with HoFH in an effort to fill a critical
treatment gap in combating coronary atherosclerosis.
HDL Therapeutics’s technology platform powers the pioneering
PDS-2™ System, a therapeutic device that uses a patient’s own
plasma to harness the body’s own biology to treat coronary
atherosclerosis. The PDS-2™ System’s novel approach may be used in
combination with other lipid-lowering therapies.
HDL Therapeutics believes the proceeds from the Transaction,
along with public capital market access from being a public
company, will enable the company to commercialize its treatment for
patients with HoFH. In addition, HDL Therapeutics intends to expand
its therapeutic platform to target atherosclerotic plaques in other
conditions, with the goal of treating large patient populations
with a biologic formulation.
“We are thrilled to partner with Swiftmerge and hope to bring
our groundbreaking treatment to appropriate patients around the
world,” said Michael Matin, Chairman and CEO of HDL Therapeutics.
“Our treatment has the potential to benefit countless lives with
the hope of one day eradicating coronary atherosclerosis as we know
it.”
Dr. Leonard Makowka, Board Member of Swiftmerge and former
Chairman of Surgery at Cedars Sinea, said, “The cardiovascular
disease treatment business is a massive industry, estimated to be
worth over $300 billion. It encompasses pharmaceuticals, medical
devices, diagnostic tests, and healthcare services. A treatment
specifically targeting high-risk plaques can potentially disrupt
this industry by challenging the current standard of care in
preventing heart attacks.”
Transaction Overview
The Transaction implies an enterprise value of the combined
company of approximately $480 million. The combined company expects
to receive approximately $104 million in gross proceeds, including
$24 million of cash held in Swiftmerge’s trust account (assuming no
redemptions in connection with the Transaction) and approximately
$80 million in new PIPE financing that Swiftmerge is seeking to
raise.
The boards of directors of both Swiftmerge and HDL Therapeutics
have approved the Transaction. The Transaction is expected to close
in the fourth quarter of 2023, subject to approvals by Swiftmerge’s
shareholders and HDL Therapeutics’ stockholders, the expiration of
the HSR Act waiting period, Swiftmerge having minimum cash
available at closing of $30 million after payment of expenses, and
other customary closing conditions. The existing HDL Therapeutics
stockholders have agreed not to sell Swiftmerge stock received by
them pursuant to a six-month lock up after closing of the
Transaction. Swiftmerge’s sponsor has also agreed not to sell its
founder equity for six months after the closing.
A more detailed description of the Transaction terms and a copy
of the definitive agreement in respect of the Transaction will be
included in a current report on Form 8-K to be filed by Swiftmerge
with the United States Securities and Exchange Commission (“SEC”)
and will be available at the SEC’s website, www.sec.gov.
Advisors. Mayer Brown LLP is serving as legal advisor to
HDL Therapeutics, and Loeb & Loeb LLP is serving as legal
advisor to Swiftmerge.
About HDL Therapeutics
HDL Therapeutics is a biotech innovator, focused on developing
first-in-class treatments for intractable cardiovascular and
neurovascular diseases using the company’s proprietary technology
platform.
About Swiftmerge
Swiftmerge Acquisition Corp.(NASDAQ: IVCP) is a blank-check
company incorporated as a Cayman Islands exempted company and
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
No Offer or Solicitation
This press release does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to
purchase any security of Swiftmerge, HDL Therapeutics or any of
their respective affiliates.
Important Additional Information and Where to Find It
Swiftmerge intends to file a registration statement on Form S-4
(“Registration Statement”) with the SEC, which will include a proxy
statement/prospectus of Swiftmerge, that will be both the proxy
statement to be distributed to holders of Swiftmerge’s ordinary
shares in connection with its solicitation of proxies for the vote
by Swiftmerge’s shareholders with respect to the proposed business
combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in the business combination to
the Swiftmerge shareholders and HDL Therapeutics stockholders.
After the Registration Statement is declared effective, Swiftmerge
will mail a definitive proxy statement/prospectus to the
shareholders of Swiftmerge as of a record date to be established
for voting on the proposed business combination. This press release
does not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision
with respect to the business combination. Before making any voting
or investment decision, investors and security holders of
Swiftmerge and other interested persons are urged to carefully read
the entire Registration Statement, the preliminary proxy
statement/prospectus and the definitive proxy statement/prospectus,
when they each become available, and any other relevant documents
filed with the SEC, as well as any amendments or supplements to
these documents, because they will contain important information
about the proposed business combination. The documents filed by
Swiftmerge with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by
Swiftmerge may be obtained free of charge from Swiftmerge at
www.Swiftmerg.com. Alternatively, these documents, when available,
can be obtained free of charge from Swiftmerge upon written request
to Swiftmerge Acquisition Corp., 4318 Forman Avenue, Toluca Lake,
CA 91602. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Transaction between Swiftmerge and HDL Therapeutics.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” “aims” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to, the risk that the Transaction may not be completed in a
timely manner or at all, which may adversely affect the price of
Swiftmerge’s securities; the risk that the Transaction may not be
completed by Swiftmerge’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by Swiftmerge; the failure to
satisfy the conditions to the consummation of the Transaction,
including the adoption of the merger agreement by the shareholders
of Swiftmerge and the receipt of certain governmental and
regulatory approvals; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; the effect of the announcement or pendency of the
Transaction on HDL Therapeutics’ business relationships, operating
results and business generally; risks that the proposed Transaction
disrupts current plans and operations of HDL Therapeutics and
potential difficulties in HDL Therapeutics employee retention as a
result of the Transaction; the outcome of any legal proceedings
that may be instituted against HDL Therapeutics or against
Swiftmerge related to the merger agreement or the proposed
Transaction; the ability to maintain the listing of Swiftmerge’s
securities on a national securities exchange; the price of
Swiftmerge’s securities may be volatile due to a variety of
factors, including changes in the competitive industries in which
Swiftmerge plans to operate or HDL Therapeutics operates,
variations in operating performance across competitors, changes in
laws and regulations affecting Swiftmerge’s or HDL Therapeutics’
business and changes in the combined capital structure; the ability
to implement business plans, forecasts, and other expectations
after the completion of the proposed Transaction, and identify and
realize additional opportunities; and the risk of downturns and a
changing regulatory landscape. Additional risks related to HDL
Therapeutics’ business include, but are not limited to, uncertainty
regarding outcomes of future clinical trials, particularly as they
relate to regulatory review and potential future approvals for its
products in the U.S. for future indications other than HoFH and in
the EU for HoFH and other indications; risks associated with HDL
Therapeutics’ efforts to commercialize its products, including
issues related to product quality, manufacturing or supply and
patient safety; claims related to HDL Therapeutics’ intellectual
property; HDL Therapeutics’ ability to attract and retain qualified
personnel; the level of market acceptance of the PDS-2 System in
the U.S.; the actual number of diagnosed patients with HoFH;
restrictions or limitations that private or government payers may
impose that would impact pricing or reimbursement for HDL
Therapeutics’ products; and the behavior of other market
participants with products or therapies that may compete with HDL
Therapeutics’ products. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Swiftmerge’s registration on Form S-1 (File No.
333-254633), the Registration Statement on Form S-4 discussed above
and other documents filed by Swiftmerge from time to time with the
SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Swiftmerge and HDL Therapeutics assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Swiftmerge nor HDL
Therapeutics gives any assurance that either Swiftmerge or HDL
Therapeutics or the combined company will achieve its
expectations.
Participants in the Solicitation
Swiftmerge and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Swiftmerge with respect to the proposed business
combination. For information regarding Swiftmerge’s directors and
executive officers and a description of their interests in
Swiftmerge, please see Swiftmerge’s annual report on Form 10-K for
the year ended December 31, 2022, filed with the SEC on April 21,
2023, and available free of charge at the SEC’s website at
www.sec.gov. To the extent such holdings of Swiftmerge’s securities
may have changed since that time, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the Transaction may be obtained by reading the Registration
Statement and proxy statement/prospectus and other relevant
documents when they become available.
HDL Therapeutics and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the shareholders of Swiftmerge in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the Registration
Statement and proxy statement/prospectus for the proposed
business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230811548715/en/
Media Relations Swiftmerge: Phone: (808) 501-0339 Email:
sam@swiftmerg.com
HDL Therapeutics: Email: media@HDLTherapeutics.com
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