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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240529264453/en/
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
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