Supplemental Disclosures
to Proxy Statement
As
previously disclosed, on May 1, 2021, Montes Archimedes Acquisition Corp. (“MAAC” or the “Company”), entered
into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among MAAC, Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”),
and Rhine Merger Sub, Inc., a Delaware corporation.
On
May 29, 2021, July 13, 2021, August 25, 2021, August 26, 2021 and September 20, 2021, MAAC received letters (the
“Shareholder Letters”) on behalf of purported stockholders of MAAC claiming
certain allegedly material omissions in the preliminary proxy statement filed on May 14, 2021 and/or the definitive proxy
statement filed on August 10, 2021 by MAAC in connection with the transactions contemplated by the Business Combination
Agreement (together, the “Business Combination”). As noted above, on August 10, 2021, MAAC filed the definitive
proxy statement relating to the Business Combination (the “Definitive Proxy Statement”).
While MAAC believes that
the disclosures set forth in the preliminary proxy statement and Definitive Proxy Statement comply fully with applicable law, in order
to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, MAAC has determined
to voluntarily supplement the Definitive 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, MAAC specifically denies all allegations in the Stockholder Letters that any additional
disclosure was or is required. MAAC believes the Stockholder Letters are without merit.
Supplemental
Disclosures to Definitive Proxy Statement
The following supplemental
information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. All page references
are to pages in the Definitive Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Definitive Proxy Statement.
The
following disclosure replaces the fifth paragraph under the heading “Business
Combination — The Business Combination Agreement — Background of the Business Combination” on page 170 of the Definitive
Proxy Statement.
During this search,
MAAC and MAAC Sponsor initiated contact with or were contacted by various representatives regarding more than 70 potential business
combination targets that represent a broad array of potential targets across the healthcare industry, which encompasses, among other
things, biopharmaceuticals, pharmaceutical value chain, medical devices, diagnostics, providers,
digital health and consumer health. Notably, on October 7, 2020, Mr. Matthew Gline, then Roivant’s Chief Financial
Officer and currently Roivant’s Chief Executive Officer, contacted Mr. James C. Momtazee, the Chairman and Chief
Executive Officer of MAAC, by email to congratulate Mr. Momtazee on the pricing of the MAAC initial public offering.
Mr. Gline also expressed an interest in scheduling a time at a future date for Mr. Vivek Ramaswamy, then Roivant’s
Chief Executive Officer and currently Roivant’s Executive Chairman, Mr. Gline and Mr. Momtazee to discuss Roivant
and its business. Mr. Momtazee had known Mr. Ramaswamy and Mr. Gline for a number of years prior to Mr. Gline
reaching out and proposing a discussion. Mr. Momtazee met Mr. Ramaswamy in 2015 when Mr. Momtazee served as the
Head of KKR’s Americas Health Care team. Subsequently, after Mr. Gline joined Roivant, Mr. Ramaswamy introduced Mr. Momtazee to
Mr. Gline. Mr. Momtazee stayed in touch intermittently with Messrs. Ramaswamy and Gline since initially meeting
them.
The
following disclosure replaces the first paragraph under the heading “Summary
of MAAC Financial Analysis —
Interests in Material Private Vants” on page 186 of the Definitive Proxy Statement.
With respect to the material
private Vants, MAAC’s management reviewed the market capitalizations of comparable publicly traded companies and, with respect to
Dermavant, performed a selected precedent transaction analysis for two comparators (Otezla, which was acquired by Amgen on November 20,
2019, and Anacor Pharmaceuticals, which was acquired by Pfizer on June 24, 2016), in each case selected based on the experience
and the professional judgment of MAAC’s management. While more companies could have been included, MAAC management selected the
companies below based on the targeted disease of the Vant’s development program, comparable stage of drug development, comparable
drug mechanism of action, comparable target indications or comparable technologies. In particular, MAAC selected publicly traded companies
that are oriented towards (a) atopic dermatitis and plaque psoriasis treatment, (b) sickle cell gene therapy, (c) targeted
protein degrader platforms, and (d) computational small molecule discovery engines, in each case that MAAC deemed relevant for analysis.
The
following disclosure replaces the second paragraph under the heading “Executive
Compensation —
MAAC” on page 384 of the Definitive Proxy Statement.
None
of our executive officers or directors have received any cash compensation for services rendered to us. In addition, the MAAC Sponsor,
our executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our audit committee reviews on a quarterly basis all payments that were made to the MAAC Sponsor, our executive
officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds
held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not have any additional controls
in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred
in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than
these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by MAAC to
the MAAC Sponsor, MAAC’s executive officers and directors, or any of their respective affiliates, prior to completion of our initial
business combination. At the time the terms of the Business Combination were negotiated, MAAC and Roivant discussed, and ultimately
agreed, that James C. Momtazee would continue to serve as a director of Roivant following the closing of the Business Combination.
MAAC is not aware of any other discussions concerning any post-closing employment or service arrangements involving any MAAC director
or officer, on the one hand, and Roivant, on the other hand.
Additional Information
In connection with the proposed business combination
(the “Business Combination”) between MAAC and Roivant, Roivant has filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC that includes a definitive prospectus with respect to Roivant’s securities to be issued in connection
with the Business Combination and a definitive proxy statement/prospectus with respect to the stockholder meeting of MAAC to vote on the
Business Combination. Stockholders of MAAC and other interested persons are encouraged to read the definitive proxy statement/prospectus
filed by MAAC with the SEC on August 10, 2021 (the “Definitive Proxy Statement”) in connection with MAAC’s solicitation
of proxies, as well as the annexes thereto and the other documents to be filed with the SEC because these documents contain important
information about MAAC, Roivant and the Business Combination. The Definitive Proxy Statement was declared effective on August 10,
2021 and was mailed to stockholders of MAAC as of August 10, 2021, the record date established for voting on the Business Combination. Stockholders
of MAAC may also obtain a copy of the Definitive Proxy Statement and other documents filed or to be filed with the SEC without charge,
by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo Park, California 94025. The
Definitive Proxy Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
MAAC,
Roivant, their affiliates, and their respective directors and executive officers may be considered participants in the solicitation of
proxies with respect to the Business Combination described in this communication under the rules of the SEC. Information
about the directors and executive officers of MAAC and their ownership is set forth in MAAC’s filings with the SEC, including the
Definitive Proxy Statement, Form 10-K for the year ended December 31, 2020 (as amended on May 14, 2021) and subsequent
filings, including on Form 10-Q and Form 4, all of which are or will be available free of charge at the SEC’s website
at www.sec.gov or by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo
Park, California 94025. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the MAAC stockholders in connection with the Business Combination is set forth in the Definitive Proxy Statement.
These documents can be obtained free of charge from the sources indicated above.
Forward
Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available.
In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the negative or
plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of
future events or circumstances, including strategies or plans as they relate to the Business Combination, are also forward-looking
statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the information expressed or implied by these forward-looking
statements. Although each of MAAC and Roivant believes that it has a reasonable basis for each forward-looking statement contained
in this communication, each of MAAC and Roivant caution you that these statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently uncertain. In addition, risks and uncertainties are described in
the Definitive Proxy Statement relating to the Business
Combination and other documents filed by MAAC or Roivant from time to time with the SEC. These filings may 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 in this communication include, but are not limited to, statements regarding
the Business Combination, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of
the transaction. Neither MAAC nor Roivant can assure you that the forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability
to complete the Business Combination due to the failure to satisfy certain closing conditions in the Business Combination Agreement,
the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize
the anticipated benefits of the Business Combination, the amount of redemption requests made by MAAC’s public stockholders,
costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans
and operations as a result of the announcement and consummation of the Business Combination, the outcome of any potential
litigation, government or regulatory proceedings and other risks and uncertainties, including those included under the heading
“Risk Factors” in the Definitive Proxy Statement. In light of the
significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or
warranty by MAAC, Roivant, their respective directors, officers or employees or any other person that MAAC and Roivant will achieve
their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent
the views of MAAC and Roivant, as applicable, as of the date of this communication. Subsequent events and developments may cause
that view to change. However, while MAAC and Roivant may elect to update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on
these forward-looking statements as representing the views of MAAC or Roivant as of any date subsequent to the date of this
communication.
No Offer
This communication is for informational purposes
only and does not constitute an offer to sell or a solicitation of an offer to buy any securities pursuant to the proposed transaction
or otherwise, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.