Capstar Special Purpose Acquisition in an 8-K filing today disclosed that one of its directors, Jamie Weinstein, resigned his position effective immediately.
“I can no longer support the proposed business combination (the “Proposed Transaction”) of Capstar with Gelesis, Inc. (“Gelesis”), and I can no longer recommend the Proposed Transaction to Capstar’s stockholders, consistent with my fiduciary duties to the Company and the stockholders,” Weinstein wrote in his resignation notice, which was included with the 8-K filing.
Capstar last month amended merger terms with the biotherapeutics company, lowering the equity valuation by 25% from $900 million to $675 million. The changes also include an increase in the earn-out provision to 23.48 million shares from the previous 15 million shares. The SPAC’s sponsor further agreed to forfeit nearly 2 million shares to company stockholders if the deal is approved.
As announced in July, the original transaction terms called for 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).
Weinstein in his letter did not elaborate on why he no longer supports the deal. Read more.
