Merger ARYD

Amicus Therapeutics and ARYA Sciences Acquisition Corp IV Announce Formation of a Next-Generation Genetic Medicine Company: “Caritas Therapeutics”

, SPAC Research

Amicus Therapeutics (NASDAQ: FOLD) today announced its intent to launch a next-generation genetic medicine company, Caritas Therapeutics through a definitive business combination agreement pursuant to which the Amicus gene therapy business will be acquired by ARYA Sciences Acquisition Corp IV (NASDAQ: ARYD).

The transaction will result in two independent publicly traded companies with attractive stand-alone investment profiles. Amicus will become the largest shareholder in Caritas with approximately 36% ownership stake (assuming no redemptions by ARYA’s shareholders) and retain co-development and commercialization rights to the Fabry and Pompe gene therapy programs as well as negotiation rights on select future muscular dystrophy programs.

Amicus is separating its gene therapy business into a new entity that will be acquired by ARYA IV, a special purpose acquisition company or SPAC. At closing of the transaction, ARYA IV will be named Caritas Therapeutics, Inc.

In addition to the approximately $150 million held in ARYA IV’s trust account, assuming no redemption, a group of leading global investors has committed to participate in the transaction through a common stock PIPE of approximately $200 million at $10 per share.

Investors in the PIPE include Perceptive Advisors, Redmile Group, Bain Capital Life Sciences, Invus, Avoro Capital Advisors, Surveyor Capital (a Citadel company), Deerfield Management Company, Wellington Management and Sphera Healthcare.

In connection with the business combination, Amicus will also invest $50 million in cash in Caritas in exchange for additional equity in Caritas.

Together, Caritas is expected to receive proceeds of approximately $400 million at the closing of the transactions, assuming no redemptions are effected.

Proceeds of the business combination and the PIPE are expected to be used to advance development of the Caritas gene therapy pipeline, discovery work, growth across its scientific teams and to support general corporate activities (including payment of certain transaction expenses).

A condition to closing of the business combination transaction is that these cash proceeds are no less than $300 million in total.

The boards of directors of both Amicus and ARYA IV have approved the proposed transaction. Completion of the transaction is expected in the fourth quarter of 2021 or early 2022.

In connection with the closing of the transaction, in addition to its renaming, ARYA IV will redomicile as a Delaware corporation and its common stock is expected to be listed on Nasdaq under the ticker symbol “SPES”, the Latin word for hope.

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