PureTech Health
plc
PureTech Founded Entity Akili
Interactive and Virtual Therapeutics Announce Entering Into
Definitive Merger Agreement to Establish Leading Digital Health
Company
Akili to operate as wholly
owned subsidiary of Virtual Therapeutics
PureTech Health
plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the "Company"), a
clinical-stage biotherapeutics company, noted today that its
Founded Entity, Akili, Inc. (Nasdaq: AKLI), a
leading digital therapeutics company, and Virtual
Therapeutics, a company focused on improving mental health at scale
using engaging, immersive games, announced the signing of a
definitive merger agreement to form a diversified, leading digital
health company.
As of May 7, 2024, PureTech owned
12,527,477 of the outstanding shares of Akili common
stock.
The full text of the announcement
from Akili and Virtual Therapeutics is as follows:
Virtual Therapeutics, Akili
Interactive Enter Into Definitive Merger Agreement to Establish
Leading Digital Health Company
Akili to operate as wholly
owned subsidiary of Virtual Therapeutics
Kirkland, Wash., and Boston, Mass.- Virtual Therapeutics, a company focused on improving mental
health at scale using engaging, immersive games, and Akili, Inc.
(Nasdaq: AKLI), a leading digital therapeutics company, today
announced the signing of a definitive merger agreement to form a
diversified, leading digital health company.
Under the terms of the agreement,
Akili shareholders will receive $0.4340 per share of common stock
in cash. The per share purchase price represents an approximately
4% premium to Akili's closing stock price on May 28, 2024 and an
approximately 85% premium to Akili's closing price on April 29,
2024, the last trading day prior to Akili's public announcement
that it was evaluating potential strategic alternatives. Following
completion of the transaction, the combined organization will
operate as Virtual Therapeutics, a privately held company, with
Akili operating as a wholly owned subsidiary.
"In today's global mental health
crisis, patients deserve access to clinically validated solutions
that address their specific needs. We have been able to advance
multiple solutions on our platform since founding Virtual
Therapeutics, and we look forward to taking a significant step
forward through this merger," said Dan Elenbaas, co-founder and CEO
of Virtual Therapeutics. "The team at Akili has been successful in
applying clinical and scientific rigor to bring new products
forward, and we believe their expertise will complement our
efforts. Together, we can build a company that brings these
behavioral services to as many patients as possible - regardless of
where they are or barriers that exist for them today."
"Akili ran a thorough strategic
process and we believe that this transaction represents Akili's
commitment to delivering value to the Akili stockholder," added
Matt Franklin, Chief Executive Officer of Akili. "Virtual
Therapeutics has been built by a team with decades of success in
the gaming industry and elected to focus their expertise to help
solve the growing mental health crisis. Combining our proven track
record developing and deploying rigorously validated mobile digital
therapeutics with Virtual Therapeutics' robust portfolio of
VR-based mental health solutions and gaming expertise, we aim to
create a compelling platform to address mental health needs across
several high-impact indications."
Transaction Details
The transaction, approved by both of
Virtual Therapeutics' and Akili's board of directors, is expected
to close in the third quarter of 2024, subject to certain closing
conditions, including the tender of a majority of Akili shares into
a tender offer to be launched by Virtual Therapeutics and Akili
having not less than a specified amount of cash-on-hand, depending
on the closing time. The transaction is not subject to a financing
condition.
Upon completion of the transaction,
Akili's common stock will no longer be listed on any public stock
exchange.
Advisors
TD Cowen is acting as exclusive
financial advisor and Goodwin Procter LLP is acting as legal
counsel to Akili. Baker & McKenzie LLP is acting as legal
counsel to Virtual Therapeutics.
About Akili
Akili is pioneering the development
of cognitive treatments through game-changing technologies. Akili's
approach of leveraging technologies designed to directly target the
brain establishes a new category of medicine - medicine that is
validated through clinical trials like a drug or medical device but
experienced like entertainment. Akili's platform is powered by
proprietary therapeutic engines designed to target cognitive
impairment at its source in the brain, informed by decades of
research and validated through rigorous clinical programs. Driven
by Akili's belief that effective medicine can also be fun and
engaging, Akili's products are delivered through captivating action
video game experiences. For more information, please visit
www.akiliinteractive.com.
About Virtual Therapeutics
Virtual Therapeutics is a digital
health company delivering scalable, accessible, affordable, and
personalized solutions for mental health and mental fitness.
Leveraging extensive expertise as game developers, the company
crafts and curates rich, appealing experiences that combine proven
therapeutic techniques with modern gameplay mechanisms to delight
and engage users. Virtual Therapeutics uses powerful
cloud-based platform to gather and analyze various data streams to
continuously measure, validate, and report effectiveness,
seamlessly deploy and maintain its solutions, and provide users and
partners with a truly turnkey experience. For more information,
visit https://www.vthera.com/.
Contact
For Akili
Matt Franklin, President and Chief
Executive Officer
InvestorRelations@akiliinteractive.com or PR@akiliinteractive.com
For Virtual Therapeutics
Ian Stone, Inizio Evoke
Communications
ian.stone@inizioevoke.com
619-518-3518
Forward-looking Statements
This communication relates to the
proposed transaction pursuant to the terms of the Agreement and
Plan of Merger, dated May 29, 2024, by and among Virtual
Therapeutics Corporation ("Parent"), Alpha Merger Sub, Inc.
("Purchaser"), and Akili, Inc. ("Akili"). This communication
includes express or implied 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 (the "Exchange Act"), about the proposed acquisition
of Akili by Parent and the operations of the combined company that
involve risks and uncertainties relating to future events and the
future performance of Akili. Actual events or results may differ
materially from these forward-looking statements. Words
such as "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict,"
"project," "potential," "continue," "future," "opportunity" "will
likely result," "target," variations of such words, and similar
expressions or negatives of these words are intended to identify
such forward-looking statements, although not
all forward-looking statements contain these
identifying words.
These statements are based on
current plans, estimates and projections. By their very
nature, forward-looking statements involve inherent
risks and uncertainties, both general and specific. A number of
important factors, including those described in this communication,
could cause actual results to differ materially from those
contemplated in any forward-looking statements. Factors
that may affect future results and may cause
these forward-looking statements to be inaccurate
include, without limitation: uncertainties as to the timing of the
tender offer and merger; uncertainties as to how many of Akili's
stockholders will tender their stock in the offer; the possibility
that competing offers will be made by third parties; the occurrence
of events that may give rise to a right of one or both of Parent
and Akili to terminate the merger agreement; the possibility that
various closing conditions for the proposed transaction may not be
satisfied or waived on a timely basis or at all, including the
possibility that a governmental entity may prohibit, delay, or
refuse to grant approval, if required, for the consummation of the
proposed transaction (or only grant approval subject to adverse
conditions or limitations); the difficulty of predicting the timing
or outcome of consents or regulatory approvals or actions, if any;
the possibility that the proposed transaction may not be completed
in the time frame expected by Parent and Akili, or at all; the risk
that Akili may not realize the anticipated benefits of the proposed
transaction in the time frame expected, or at all; the effects of
the proposed transaction on relationships with Akili's employees,
business or collaboration partners or governmental entities; the
ability to retain and hire key personnel; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; significant
or unexpected costs, charges or expenses resulting from the
proposed transaction; potential negative effects related to this
announcement or the consummation of the proposed acquisition on the
market price of Akili's common stock; unknown liabilities related
to Parent or Akili; the nature, cost and outcome of any litigation
and other legal proceedings involving Akili or its officers and
directors, including any legal proceedings related to the proposed
acquisition; and risks related to global as well as local political
and economic conditions, including interest rate and currency
exchange rate fluctuations. While the foregoing list of factors
presented here is considered representative, no list should be
considered to be a complete statement of all potential risks and
uncertainties. There can be no assurance that the proposed
transaction or any other transaction described above will in fact
be consummated in the manner described or at all. A more complete
description of these and other material risks can be found in
Akili's filings with the U.S. Securities and Exchange Commission
(the "SEC"), including its Annual Report on Form 10-K for the year
ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q
and other documents that may be filed by Akili from time to time
with the SEC, as well as the Schedule TO and related tender offer
documents to be filed by Parent and its indirect wholly owned
subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Akili.
Parent and Akili also plan to file other relevant documents with
the SEC regarding the proposed transaction.
Any forward-looking statements speak only as of
the date of this communication and are made based on management's current beliefs and assumptions and on
information currently available to Parent and Akili, and the
reader is cautioned not to rely on
any forward-looking statements. Parent
and Akili do not undertake, and specifically decline, any
obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect
future events or developments, except as required by
law.
Additional Information and Where to Find It
The tender offer for all of the
outstanding shares of common stock of Akili referenced in this
document has not yet commenced. This document is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities of Akili, nor is it a
substitute for the tender offer materials that Parent, Purchaser or
Akili will file with the SEC. The solicitation and offer to buy the
common stock of Akili will only be made pursuant to an Offer to
Purchase and related tender offer materials that Parent and
Purchaser intend to file with the SEC. At the time the tender offer
is commenced, Parent and Purchaser will file with the SEC a Tender
Offer Statement on Schedule TO, and thereafter Akili will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. AKILI'S STOCKHOLDERS AND
OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE
THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF AKILI
SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase,
the related Letter of Transmittal, certain other tender offer
documents, as well as the Solicitation/Recommendation Statement
will be made available to all stockholders of Akili at no expense
to them and will also be made available for free at the SEC's
website at www.sec.gov. Additional copies may be obtained for free
by contacting either Parent or Akili. Copies of the documents filed
with the SEC by Akili will be available free of charge on Akili's
website at www.Akiliinteractive.com or by contacting Akili's
Investor Relations Department at
InvestorRelations@Akiliinteractive.com or
PR@Akiliinteractive.com.
In addition to the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, Akili files annual, quarterly and current reports and
other information with the SEC. Akili's filings with the SEC are
also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
About PureTech Health
PureTech is a clinical-stage
biotherapeutics company dedicated to giving life to new classes of
medicine to change the lives of patients with devastating diseases.
The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders that is being
advanced both internally and through its Founded Entities.
PureTech's R&D engine has resulted in the development of 29
therapeutics and therapeutic candidates, including two that have
received both U.S. FDA clearance and European marketing
authorization and a third (KarXT) that has been filed for FDA
approval. A number of these programs are being advanced by PureTech
or its Founded Entities in various indications and stages of
clinical development, including registration enabling studies. All
of the underlying programs and platforms that resulted in this
pipeline of therapeutic candidates were initially identified or
discovered and then advanced by the PureTech team through key
validation points.
For more information,
visit www.puretechhealth.com or
connect with us on X (formerly Twitter) @puretechh.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains
statements that are or may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, including without limitation those related to the
proposed acquisition of Akili by Virtual Therapeutics and the
resulting proceeds to be received by the Company as a shareholder
of Akili, as well as our future prospects, developments and
strategies. The forward-looking statements are based on current
expectations and are subject to known and unknown risks,
uncertainties and other important factors that could cause actual
results, performance and achievements to differ materially from
current expectations, including, but not limited to, those risks,
uncertainties and other important factors described under the
caption "Risk Factors" in our Annual Report on Form 20-F for the
year ended December 31, 2023 filed with the SEC and in our other
regulatory filings. These forward-looking statements are based on
assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date
of this press release. Except as required by law and regulatory
requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contact:
PureTech
Public Relations
publicrelations@puretechhealth.com
Investor Relations
IR@puretechhealth.com
UK/EU Media
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
puretech@fticonsulting.com
US
Media
Nichole Bobbyn
+1 774 278 8273
nichole@tenbridgecommunications.com
