Alpha Tau and Healthcare Capital Corp. to merge
Alpha Tau Medical Limited ("Alpha Tau"), the developer of the pioneering alpha-radiation cancer therapy Alpha DaRT™, and Healthcare Capital Corp. (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.
Founded in 2016, Alpha Tau Medical Ltd, is an Israeli oncology therapeutics company that focuses on research, development, and commercialization of the Alpha DaRT™ technology for the treatment of solid tumors.
Alpha DaRT™(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.
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.
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.Read more