Barinthus Biotherapeutics (BRNS) Proxy filing summary

Executive summary

• The document details a proposed business combination between two clinical-stage biopharmaceutical companies, to be effected via a UK court-sanctioned scheme of arrangement and a subsequent merger under Delaware law, resulting in a new holding company listed on Nasdaq.

• The combined entity will focus on advancing a portfolio of clinical-stage candidates targeting metabolic and autoimmune diseases, with anticipated synergies and a diversified pipeline.

• The transaction is structured so that Clywedog stockholders will own approximately 66% and Barinthus shareholders approximately 34% of the new company, subject to adjustments based on closing net cash and a potential self-tender offer.

• The boards of both companies unanimously approved the merger agreement, and the transaction is subject to shareholder approvals, court sanction, regulatory consents, and other customary closing conditions.

• The transaction includes a self-tender offer for up to $27 million of Topco common stock, funded by Barinthus cash, and the delisting of Barinthus ADSs from Nasdaq.

Voting matters and shareholder proposals

• Shareholders are asked to approve the scheme of arrangement at a court meeting and a scheme implementation proposal at a general meeting, both requiring at least 75% approval by value and a majority in number.

• Proposals include authorizing directors to implement the scheme, amending articles of association, and reducing the share premium account to nil.

• Voting instructions are provided for both ordinary shareholders and ADS holders, with specific record dates and proxy procedures.

Board of directors and corporate governance

• The post-merger board will consist of five members, with representation from both legacy companies, and will form audit, compensation, and nominating/governance committees.

• The board structure and governance will transition from UK to Delaware law, with new charters and bylaws adopted.