Capstar Special Purpose Acquisition filed a preliminary proxy on Form S-4 outlining terms of its proposed merger with Gelesis, a biotherapeutics company focused on weight loss treatments and metabolic disorders. The deal has a pro forma implied market value of approximately $1.3 billion and enterprise value of approximately $1 billion.
The transaction would provide up to $376 million in gross proceeds to the combined company from a combination of a $100 million PIPE and $276 million of cash held in Capstar’s trust account (assuming no redemptions). The PIPE financing is anchored by a mix of new and existing investors and partners, including PIMCO private funds, Pritzker Vlock Family Office, China Medical Systems Holdings and co-founder PureTech Health. Kennedy Lewis Investment Management will invest $10 million in the PIPE conditioned upon the closing of their $100 million senior-secured credit facility to the company.
Gelesis’ existing shareholders will convert 100% of their ownership stakes into the new company.
If approved, upon completion the combined company’s securities are expected to trade on the NYSE under GLS. Read more.