Montes Archimedes Acquisition Files Additional Disclosures on Roivant Sciences Deal After Shareholder Complaints

Montes Archimedes Acquisition

Montes Archimedes in an 8-K filing offered additional details on its pending merger with Roivant Sciences — an effort, the SPAC said, to render moot several stockholder complaints alleging material omissions about the $5 billion deal.

The SPAC said the shareholder letters “are without merit” and offered additional details merely to prevent any delay in closing the merger. Among the disclosures was the SPAC’s note that more than 70 potential targets were in contact with Montes Archimedes II about a potential combination. The SPAC also discussed in the filing in some detail its evaluation of potential targets as it narrowed the selection.

Announced in May, 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.

A proxy was filed on the deal months ago, although SEC records do not indicate that the commission has declared it effective. Read more.

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