This press release contains forward-looking statements. Statements in this press release may include statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are usually identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of such words or similar expressions. The words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act.

 

Our forward-looking statements include, but are not limited to, statements regarding the redemption of the warrants.

 

Although we believe that our plans, intentions, expectations and strategies as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a number of risks, uncertainties and assumptions, including, but not limited to, those risks set forth in the Risk Factors section of our filings with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment in which new risks emerge from time to time. These forward-looking statements are based upon the current expectations and beliefs of our management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as required by applicable law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Roivant Investor Relations

ir@roivant.com

Stephanie Lee

Roivant Sciences

stephanie.lee@roivant.com

Exhibit 99.2

August 17, 2023

 

NOTICE OF REDEMPTION FAIR MARKET VALUE TO HOLDERS

OF ROIVANT SCIENCES LTD.’S PUBLIC WARRANTS (CUSIP G76279119)

AND PRIVATE WARRANTS (CUSIP G76279127)

 

Reference is made to the Notice of Redemption (as defined below) under which Roivant Sciences Ltd. (the “Company”) committed to inform registered holders of the Company’s Warrants (as defined below) of the following information by this date.

 

 

On August 2, 2023, the Company mailed a notice of redemption (the “Notice of Redemption”) indicating that the Company is redeeming at 5:00 p.m. New York City Time on September 1, 2023 (the “Redemption Date”) all of the Company’s outstanding public warrants (the “Public Warrants”) and private warrants (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) to purchase the Company’s common shares, par value $0.0000000341740141 per share (the “Common Shares”), issued under the Warrant Agreement, dated October 6, 2020, by and between the Montes Archimedes Acquisition Corp. (“MAAC”) and Continental Stock Transfer & Trust Company, as predecessor warrant agent, as modified by the Warrant Assumption Agreement, dated September 30, 2021, by and among MAAC, the Company and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) as successor warrant agent (the “Warrant Agent”) (as modified, the “Warrant Agreement”), for a redemption price of $0.10 per Warrant (the “Redemption Price”).

 

The Public Warrants will cease trading on The Nasdaq Global Market (“Nasdaq”) at 5:00 p.m. New York City Time on the Redemption Date.

 

 

The “Redemption Fair Market Value” is determined in accordance with Section 6.2 of the Warrant Agreement based on the volume weighted average price of the Common Shares for the ten trading days immediately following the date on which the Notice of Redemption was sent to registered holders of the Warrants.

 

Based on the date of the Company’s Notice of Redemption, the Redemption Fair Market Value is $11.35.

 

 

Warrant holders have until 5:00 p.m. New York City Time on the Redemption Date to exercise their Warrants to purchase Common Shares. Each Warrant entitles the holder thereof to purchase one Common Share at a cash price of $11.50 per Warrant exercised (the “Exercise Price”). Holders of the Warrants may elect to exercise Warrants on a “cashless basis” (a “Make-Whole Exercise”) whereby, in lieu of paying the Company the $11.50 exercise price per Common Share, the surrendering holder will receive a certain number of the Company’s Common Shares, calculated in accordance with Sections 6.2 and 3.3.1 of the Warrant Agreement, and based on: (i) the period of time between the Redemption Date and the expiration of the Warrants and (ii) the Redemption Fair Market Value.

 

Based on the Redemption Fair Market Value of $11.35 noted above and the period of time between the Redemption Date and the expiration of the Warrants, the number of shares that each surrendering Warrant holder will receive by virtue of a Make-Whole Exercise is approximately 0.2495.

 

If any Warrants holder would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a Common Share, the number of shares the holder is entitled to receive will be rounded down to the nearest whole number of shares.

 

 

 

 

Any questions you may have about redemption and exercising your Warrants may be directed to the Warrant Agent, Equiniti Trust Company, LLC, at 6201 15th Avenue Brooklyn, NY 11219, Attention: Relationship Management, telephone number (877) 248-6417.