Roivant Sciences, a biopharmaceutical and healthcare technology company, and Montes Archimedes Acquisition today announced that they have entered into a definitive business combination agreement at a valuation of approximately $5 billion.
The transaction includes $411 million in the SPAC’s trust and a concurrent, fully-committed $200 million PIPE from healthcare investors including Fidelity Management & Research Company, Eventide Asset Management, Suvretta Capital, RTW Investments, Viking Global Investors, and SB Management, a subsidiary of SoftBank Group, as well as strategic investors including Sumitomo Dainippon Pharma and Palantir Technologies.
The SPAC’s sponsor, Patient Square Capital, and key Roivant equity holders and management have agreed to long-term lockups, with at least 50 percent of their holdings locked up for three years. In addition, Patient Square Capital has agreed to convert an additional 30 percent of its shares in the SPAC to earn-out shares subject to performance vesting thresholds: 20 percent will vest at $15 per share and 10 percent will vest at $20 per share for 20 of 30 trading days within five years of closing.
Roivant is expected to have an initial market capitalization of $7.3 billion inclusive of its pro forma net cash balance of approximately $2.3 billion.
Upon closing, which is expected in Q3 pending shareholder approval, Roivant is expected to list on the Nasdaq under ROIV. Read more.
