Alpha Tau and Healthcare Capital Corp. to Combine and Create A Publicly Traded Company Focused on Transforming the Treatment of Solid Tumors
PR90536
Alpha Tau and Healthcare Capital Corp. to Combine and Create A Publicly Traded Company Focused on Transforming the Treatment of Solid Tumors Through the Precision Delivery of Alpha Radiation
JERUSALEM, Israel and WILMINGTON, Del., July 9, 2021 /PRNewswire=KYODO JBN/ --
- Alpha Tau's proprietary Alpha DaRT(TM) is designed to deliver uniquely potent
alpha radiation to destroy solid tumors with localized precision, sparing
surrounding healthy tissue, thereby maintaining cancer patients' quality of
life. Alpha DaRT(TM) has recently received FDA's Breakthrough Device
Designation for the indication of Squamous Cell Carcinoma of the skin and oral
cavity without curative standard of care, and preclinical studies support
evaluation across various cancer indications (skin, pancreas, breast and GBM,
among others).
- The transaction represents an implied pro forma equity value of approximately
$1 billion and is expected to provide up to $367 million in gross proceeds,
including up to $275 million of cash held in the trust account of Healthcare
Capital Corp. (Nasdaq: HCCC) and a $92 million PIPE.
- The $92 million fully-committed PIPE is anchored by a combination of
Healthcare-focused financial and strategic investors including Yozma Investment
Co. (part of Yozma Group Korea), Grand Decade Developments (an affiliate of
China Grand Pharmaceutical and Healthcare Holdings), as well as other leading
technology investors including OurCrowd, Regah Ventures and the co-founders of
Apax Partners, Alan Patricof and Sir Ronald Cohen. Medison Group, an early
supporter of Alpha Tau and global pharma company that provides access to highly
innovative therapies to patients in international markets, is also an investor
in the PIPE.
- After giving effect to the transaction (and assuming no redemptions by public
shareholders), Alpha Tau is expected to have approximately $362 million of cash
on the balance sheet.
- Net proceeds are to be used for further expansion of Alpha Tau's clinical
strategy including the pursuit of FDA marketing authorization, a broad array of
R&D activities, expanding manufacturing capacity and preparing for
commercialization, and are expected to provide cash runway at least into 2024.
- All Alpha Tau shareholders will retain 100% of their equity holdings in the
public company.
- Alpha Tau will continue to be led by its current management team, and upon
closing, it is expected that HCC Chairman Dr. David M. Milch will be appointed
to the Alpha Tau Board of Directors.
- The proposed business combination is expected to be completed by the end of
2021, upon which Alpha Tau is expected to be listed on Nasdaq.
Alpha Tau Medical Limited ("Alpha Tau"), the developer of the pioneering
alpha-radiation cancer therapy Alpha DaRT(TM), and Healthcare Capital Corp.
("HCC") (Nasdaq: HCCC), a special purpose acquisition company, today announced
they have entered into a definitive business combination agreement (the
"Business Combination"). Upon closing of the Business Combination, Alpha Tau is
expected to be listed on the Nasdaq.
Alpha Tau's proprietary Alpha DaRT(TM) (Diffusing Alpha-emitters Radiation
Therapy) enables highly potent and conformal alpha-irradiation of solid tumors
through the intra-tumoral insertion of radium-224 impregnated sources mainly
affecting the tumor, sparing the healthy tissue around it. In the company's
first-in-human clinical trial for Squamous Cell Carcinoma ("SCC") tumors of the
skin & oral cavity exhibited 100% overall response rate and approximately 78%
complete response rate. In June 2021, Alpha Tau received FDA Breakthrough
Device Designation for the use of Alpha DaRT(TM) in the treatment of SCC of the
skin and oral cavity without curative standard of care.
Alpha Tau has developed a robust clinical trial strategy with leading global
centers, including its flagship US multi-center feasibility study currently
ongoing, led at Memorial Sloan Kettering Cancer Center in New York, which
recently enrolled its first patient.
A group of Healthcare-focused financial and strategic investors have committed
to participate in the transaction through a fully committed ordinary share PIPE
of approximately $92 million at $10.00 per share. Investors in the PIPE include
Yozma Investment Co. (part of Yozma Group Korea) and Grand Decade Developments
(an affiliate of China Grand Pharmaceutical and Healthcare Holdings) as well as
other leading technology investors including OurCrowd, Regah Ventures and the
co-founders of Apax Partners, Alan Patricof and Sir Ronald Cohen. Medison
Group, an early supporter of Alpha Tau and global pharma company that provides
access to highly innovative therapies to patients in international markets, is
also an investor in the PIPE.
"Following the recent enrollment of the first patient in our flagship US
feasibility study and receipt of FDA Breakthrough Device Designation, this
transaction represents another significant milestone on Alpha Tau's journey to
transform the treatment of solid tumors through the precision delivery of alpha
radiation. We are grateful to the outstanding team at HCC, whose cadre of
experienced and well-regarded professionals have provided superb execution and
continued support for Alpha Tau, and we are excited for Dr. David M. Milch to
join as our newest member of the Board of Directors upon the closing of the
business combination. We thank our investors, both new joiners as well as those
who have supported us for years, who continue to demonstrate their faith in the
company and its leadership," said Uzi Sofer, CEO and Chairman of Alpha Tau.
"The completion of this transaction will allow the company to realize its
vision and implement the clinical development plans and construction of our
manufacturing plants around the world, in order to bring hope to millions of
patients around the world."
"This transaction ensures that we are well capitalized to accelerate our
ambitious plans across multiple fronts," said Raphi Levy, CFO of Alpha Tau. "We
look forward to delivering continued clinical momentum and hope for patients as
we evolve into a public company."
"We are excited about Alpha Tau's unique therapy, which has generated a
response observed across a wide array of solid tumors in pre-clinical studies,
with minimal side effects, positioning it to potentially become a vital weapon
in the battle against cancer," said Dr. David M. Milch. "After evaluating many
opportunities in the healthcare industry, we believe that Alpha Tau stands out
as the best choice for a business combination due to its proprietary
technology, rapid clinical and product development and easy to administer
treatment solution for the great number of cancer patients worldwide."
"It was a pleasure to work with the team at HCC as their due diligence advisor
following my departure as Commissioner of the FDA in January 2021," said Dr.
Stephen M. Hahn. "My background as a medical and radiation oncologist helped
me immediately appreciate the potential of Alpha Tau's therapy in providing a
solution for a potentially significant number of patients, including those with
untreatable or difficult to treat tumors, whether alone or in combination with
other therapies such as immunotherapies. I would expect the product to be well
received by the clinical community because of the potential applications,
modest side effect profile, and demonstrated potency of the Alpha DaRT(TM)"
Proceeds of the business combination and the PIPE will be primarily used to:
- advance ongoing, and launch, new clinical trials;
- continue existing, and initiate additional, clinical and research
collaborations;
- develop and expand global manufacturing capacity;
- develop KOL centers of excellence; and
- prepare for commercialization efforts.
Key Transaction Terms
The Business Combination values Alpha Tau at an implied pre-money equity value
of $600 million, and is expected to add approximately $337 million of cash to
its balance sheet upon closing, inclusive of $275 million in HCC's trust
(assuming no redemptions by public shareholders) and $92 million in PIPE
proceeds, net of transaction expenses.
All existing Alpha Tau shareholders will retain 100% of their current equity
holdings and are expected to hold approximately 59% of the pro forma company
immediately following the closing. Following the closing of the business
combination, Alpha Tau is expected to be listed on the Nasdaq.
The Business Combination was unanimously approved by each of Alpha Tau's and
HCC's Boards of Directors, and HCC Chairman Dr. David M. Milch is expected to
join the Board of Directors after closing. The transaction is expected to be
completed by the end of 2021, and is subject to obtaining necessary regulatory
approvals, the fulfillment of customary closing conditions, as well as the
approval of both Alpha Tau's and HCC's shareholders.
Additional information about the proposed business combination, including a
copy of the definitive agreement and investor presentation, will be provided in
a Current Report on Form 8-K to be filed by HCC with the Securities and
Exchange Commission and available at www.sec.gov.
Advisors
Citigroup is acting as financial advisor to Alpha Tau. Citigroup, Piper
Sandler, and Cantor Fitzgerald are acting as joint placement agents on the
PIPE. Cantor Fitzgerald is acting as a capital markets advisor to HCC. Value
Base M&A Ltd. is also acting as financial advisor on the transaction.
Latham & Watkins LLP and Meitar | Law Offices are acting as legal advisors to
Alpha Tau. Ellenoff Grossman & Schole LLP and FBC & Co. are acting as legal
advisors to HCC. Winston & Strawn LLP is acting as legal advisor to the
placement agents.
Management Presentation
A link to a presentation by management of Alpha Tau and HCC discussing the
business and the proposed transaction can be found at
www.netroadshow.com/nrs/home/#!/?show=d422ce03
The investor presentation is being filed by Alpha Tau and HCC with the
Securities and Exchange Commission ("SEC") and will be available on the SEC's
website at www.sec.gov.
About Alpha Tau
Founded in 2016, Alpha Tau Medical Ltd, is an Israeli oncology therapeutics
company that focuses on research, development, and commercialization of the
Alpha DaRTtechnology for the treatment of solid tumors.
Alpha DaRT(TM)(Diffusing Alpha-emitters Radiation Therapy) is an innovative
technology that enables the highly potent and uniquely conformal
alpha-irradiation of solid tumors. The treatment is delivered by intratumoral
insertion of radionuclide Radium-224, which leads to the release and diffusion
of daughter radioisotopes that emit alpha particles. These alpha particles have
the capacity to destroy solid tumors. Since the alpha-emitting atoms diffuse
only a short distance in tissue, Alpha DaRT mainly damages the tumor, while
sparing the healthy tissue around it.
About HCC
HCC is a blank check company incorporated as a Delaware corporation for the
purposes of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more
businesses or entities. Its Class A common stock and warrants are listed on the
Nasdaq under the symbol "HCCC" and "HCCCW," respectively. HCC is led by Dr.
David M. Milch, Chairman and William Johns, Chief Executive Officer. HCC was
formed for the purpose of identifying emerging healthcare business that have
potential to make a valuable contribution to healthcare particularly for the
very large number of patients with unmet needs and to provide the capital and
support they may need and to transition them to public ownership. Or as we
believe, "Do well by doing good."
Additional Information and Where to Find It
This press release relates to a proposed transaction between Alpha Tau and
HCC.  This press release does not constitute (i) solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
proposed transaction or (ii) an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any security of HCC, Alpha Tau, or any of their
respective affiliates, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
In connection with the proposed transaction, Alpha Tau intends to file a
registration statement on Form F-4 with the SEC, which will include a proxy
statement of HCC in connection with HCC's solicitation of proxies for the vote
by HCC's shareholders with respect to the proposed transaction and a prospectus
of Alpha Tau. HCC also will file other documents regarding the proposed
transaction with the SEC.
This communication does not contain all the information that should be
considered concerning the proposed transaction and is not intended to form the
basis of any investment decision or any other decision in respect of the
proposed transaction. Before making any voting or investment decision,
investors and security holders are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they
become available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Alpha Tau and HCC through
the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by Alpha Tau may be obtained free of charge from Alpha Tau's website at
http://www.alphatau.com or by written request to Alpha Tau at Alpha Tau Medical
Limited, Kiryat Hamada 5, Jerusalem, Israel 9777605, and the documents filed by
HCC may be obtained free of charge from HCC's website at
http://www.healthccc.com or by written request to Healthcare Capital Corp., 301
North Market Street, Suite 1414, Wilmington, DE 19801.
Participants in Solicitation
Alpha Tau and HCC and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from HCC's
shareholders in connection with the proposed transaction. Additional
information regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction. You may
obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. When used herein, words
including "anticipate," "being," "will," "plan," "may," "continue," and similar
expressions are intended to identify forward-looking statements. In addition,
any statements or information that refer to expectations, beliefs, plans,
projections, objectives, performance or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking. All forward-looking statements are based upon the Alpha Tau's
current expectations and various assumptions. Alpha Tau believes there is a
reasonable basis for its expectations and beliefs, but they are inherently
uncertain. Alpha Tau may not realize its expectations, and its beliefs may not
prove correct. Actual results could differ materially from those described or
implied by such forward-looking statements as a result of various important
factors, including, without limitation, its limited operating history; its
incurrence of significant losses to date; its need for additional funding and
ability to raise capital when needed; its limited experience in medical device
discovery and development; its dependence on the success and commercialization
of the Alpha DaRT(TM) product candidate; the failure of preliminary data from
its clinical studies to predict final study results; failure of its early
clinical studies or preclinical studies to predict future clinical studies; its
ability to receive regulatory approval for its product candidates; its ability
to enroll patients in its clinical trials; undesirable side effects caused by
Alpha Tau's product candidates; its exposure to patent infringement lawsuits;
its ability to comply with the extensive regulations applicable to it; impacts
from the COVID-19 pandemic; its ability to commercialize its product
candidates; and the other important factors discussed under the caption "Risk
Factors" in its Registration Statement on Form F-4 that will be filed with the
SEC. These and other important factors could cause actual results to differ
materially from those indicated by the forward-looking statements made in this
press release. Any such forward-looking statements represent management's
estimates as of the date of this press release. While Alpha Tau may elect to
update such forward-looking statements at some point in the future, except as
required by law, it disclaims any obligation to do so, even if subsequent
events cause our views to change. These forward-looking statements should not
be relied upon as representing Alpha Tau's views as of any date subsequent to
the date of this press release.
Contacts:
Alpha Tau Medical Ltd.
Amnon Gat, COO
AmnonG@alphatau.com
Healthcare Capital Corp.
William Johns, CEO
wjohns@healthccc.com
Source: Alpha Tau Medical
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