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Special Meeting Scheduled for February 9, 2021
Panacea Acquisition Corp., a Delaware corporation (the "Company") (NYSE: PANA.U, PANA, PANA WS), announced today that its registration statement on Form S-4 (File No. 333-250036) (as amended, the "Registration Statement"), relating to the previously announced business combination (the "Business Combination") with Nuvation Bio Inc. ("Nuvation Bio"), has been declared effective by the U.S. Securities and Exchange Commission ("SEC") and that it has commenced mailing the definitive proxy statement/prospectus relating to the Special Meeting (the "Special Meeting") of the Company’s stockholders to be held on February 9, 2021 in connection with the Business Combination. The definitive proxy statement/prospectus is being mailed to the Company’s stockholders of record as of the close of business on December 29, 2020. In connection with the Special Meeting, the Company’s stockholders that wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on February 5, 2021 by following the procedures specified in the definitive proxy statement/prospectus for the Special Meeting.
Forward Looking Statements:
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding timing of the special meeting for the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management teams of Nuvation Bio and the Company and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nuvation Bio and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the potential product candidates that Nuvation Bio develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; the risk that clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release; the risk that Nuvation Bio will be unable to successfully market or gain market acceptance of its product candidates; the risk that Nuvation Bio’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Nuvation Bio has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; the effects of competition on Nuvation Bio’s business; the risk that third parties on which we depend for laboratory, clinical development, manufacturing and other critical services will fail to perform satisfactorily; the risk that Nuvation Bio’s business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics, including the ongoing COVID-19 pandemic; the risk that we will be unable to obtain and maintain sufficient intellectual property protection for our investigational products or will infringe the intellectual property protection of others; the potential inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that the approval of the stockholders of the Company or Nuvation Bio is not obtained; the risk of failure to realize the anticipated benefits of the proposed Business Combination; the amount of redemption requests made by the Company’s stockholders, and those factors discussed in the Company’s final prospectus dated June 30, 2020 under the heading "Risk Factors," and other documents the Company has filed, or will file, with the SEC, including the Registration Statement. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor Nuvation Bio presently know, or that the Company or Nuvation Bio currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Nuvation Bio’s expectations, plans, or forecasts of future events and views as of the date of this press release. The Company and Nuvation Bio anticipate that subsequent events and developments will cause the Company’s and Nuvation Bio’s assessments to change. However, while the Company and Nuvation Bio may elect to update these forward-looking statements at some point in the future, the Company and Nuvation Bio specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s and Nuvation Bio’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information and Where to Find It:
This press release relates to a proposed transaction between Nuvation Bio and the Company. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, 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 transaction described herein, the Company has filed and intends to file relevant materials with the SEC, including the Registration Statement which was originally filed with the SEC on November 12, 2020, as amended most recently on January 19, 2021, and declared effective by the SEC on January 20, 2021. The Company has mailed the definitive proxy statement/prospectus and a proxy card to stockholders entitled to vote at the special meeting relating to the transaction. Investors and security holders of the Company are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the transaction that the Company has filed or will file with the SEC when they become available because they will contain important information about the Company, Nuvation Bio and the transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus included in the Registration Statement and other relevant materials in connection with the transaction, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). The documents filed by the Company with the SEC also may be obtained free of charge at the Company’s website at panacea.ecor1cap.com or upon written request to 357 Tehama Street, Floor 3, San Francisco, CA 94103.
Participants in Solicitation:
The Company, Nuvation Bio and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Registration Statement. 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 definitive proxy statement/prospectus in the Registration Statement regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, the combined company or Nuvation Bio, 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.
Source: Panacea Acquisition Corp.
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