EUROPEAN BIOTECH ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Corp.
Combination Agreement (as it may be amended and/or restated from time to time,
the “Business Combination Agreement”) with
company (société anonyme) incorporated and existing under the laws of
In connection with the proposed business combination, EBAC and Oculis will host
a joint analyst day on
Time
A copy of the materials that EBAC and Oculis to be presented at the Analyst Day
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such filing. In addition, the furnishing of this Item 7.01
of Form 8-K and Exhibit 99.1 will not be deemed an admission that such
information includes material information that is not otherwise publicly
available.
Forward-Looking Statements
The information in this Current Report includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target,” “result,” “follow,” “to be,” “extend,” “shall,” “may” or other 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 estimates and forecasts of financial
and performance metrics, projections of market opportunity and market share,
expectations and timing related to commercial product launches, potential
benefits of the transaction and expectations related to the terms and timing of
the transaction. These statements are based on various assumptions, whether or
not identified in this Current Report, and on the current expectations of
Oculis’s and EBAC’s management 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 any 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 Oculis and EBAC. These forward-looking statements are
subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
business combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the shareholders of Oculis
or EBAC is not obtained; changes to the proposed structure of the proposed
business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed business combination; the risk that the proposed
business combination disrupts current plans and operations of Oculis as a result
of the announcement and consummation of the proposed business combination;
failure to realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected financial
information with respect to Oculis; the ability for
Parent”) to meet stock exchange listing standards following the consummation of
the proposed business combination; future global, regional or local economic and
market conditions; the development, effects and enforcement of laws and
regulations; Oculis’s ability to manage future growth; the effects of
competition on Oculis’ future business; the amount of redemption requests made
by EBAC’s public shareholders; the ability of EBAC or the combined company to
issue equity or equity-linked securities in connection with the proposed
business combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries against
Oculis or EBAC; and those factors discussed in EBAC’s Quarterly Report on Form
10-Q for the period ended
with the
year ended
statement on Form F-4 filed by New Parent with the
No. 333-268201) (the “Registration Statement”) under the heading “Risk Factors”
and other documents of EBAC filed, or to be
——————————————————————————–
filed, with the
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither
EBAC nor Oculis presently know or that EBAC nor Oculis 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 EBAC’s or Oculis’s expectations, plans or forecasts of future events and
views as of the date of this Current Report. EBAC and Oculis anticipate that
subsequent events and developments will cause EBAC’s or Oculis’s assessments to
change. However, while EBAC and Oculis may elect to update these forward-looking
statements at some point in the future, EBAC and Oculis specifically disclaim
any obligation to do so. These forward-looking statements should not be relied
upon as representing EBAC’s or Oculis’s assessments as of any date subsequent to
the date of this Current Report. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Additional Information About the Proposed Business Combination and Where To Find
It
In connection with the proposed business combination, New Parent has filed the
Registration Statement which includes a proxy statement of EBAC and a prospectus
of New Parent, referred to as a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all EBAC’s shareholders. Additionally, New
Parent and EBAC will file other relevant materials with the
with the proposed business combination. Copies of the Registration Statement,
the proxy statement/prospectus and all other relevant materials filed or that
will be filed with the
at www.sec.gov. Before making any voting or investment decision, investors and
security holders of EBAC are urged to read the Registration Statement, the proxy
statement/prospectus and all other relevant materials filed or that will be
filed with the
they will contain important information about the proposed business combination
and the parties to the Business Combination Agreement.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
EBAC, Oculis and certain of their respective directors, executive officers and
other members of management and employees may, under
participants in the solicitations of proxies from EBAC’s shareholders in
connection with the proposed business combination. Information regarding the
persons who may, under
EBAC’s shareholders in connection with the proposed business combination are set
forth in the Registration Statement. Shareholders, potential investors and other
interested persons should read the proxy statement / prospectus carefully before
making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This Current Report is not a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed Business
Combination and does not constitute an offer to sell or the solicitation of an
offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 EBAC and Oculis AnalystDay Presentation , datedDecember 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
——————————————————————————–
© Edgar Online, source
