공시 • Jan 15
Gelesis, Inc. completed the acquisition of Capstar Special Purpose Acquisition Corp. (NYSE:CPSR) from a group of shareholders in a reverse merger transaction.
Gelesis, Inc. entered letter of intent to acquire Capstar Special Purpose Acquisition Corp. (NYSE:CPSR) from a group of shareholders for $1.1 billion in a reverse merger transaction on April 15, 2021. Gelesis, Inc. entered into an agreement to acquire Capstar Special Purpose Acquisition Corp. from a group of shareholders on July 19, 2021. A maximum of approximately 109 million shares may be issued to holders of shares of Gelesis common stock, Gelesis options and Gelesis warrants in connection with the business combination. The transaction will provide up to $376 million in gross proceeds to the combined company from a combination of a $100 million common stock PIPE financing at $10.00 per share along with $276 million of cash held in Capstar’s trust account. The business combination agreement may be terminated by either CPSR or Gelesis if the closing has not occurred by January 18, 2022, subject to certain exceptions. On November 8, 2021, the parties entered into an amendment to the original business combination agreement which, among other things (i) adjusts the equity valuation of Gelesis from $900 million to $675 million (ii) increases the number of Earn Out shares available to be issued to Gelesis stockholders from 15 million to 23.5 million, (iii) provides for the issuance of 1.98 million additional Capstar Class A Shares to Gelesis stockholders, equal to the number of Capstar Class B Shares forfeited by the Sponsor and certain affiliates of the Sponsor in accordance with the Sponsor Letter Agreement Amendment and (iv) extends the termination date from January 18, 2022 to January 31, 2022. A maximum number of 96.03 million shares may now be issued to holders of shares of Gelesis common stock, options and warrants in connection with the business combination resulting in a total consideration of approximately $960 million. As of December 30, 2021, parties entered into second amendment which, among other things, removed the provisions relating to the issuance of 1,983,750 additional Capstar Class A Shares to Gelesis stockholders, equal to the number of Capstar Class B Shares forfeited by Capstar Sponsor Group LLC and certain affiliates of the Sponsor in accordance with the Amendment to Sponsor Letter Agreement entered into by Capstar and Gelesis on November 8, 2021.
Upon completion, assuming no redemption, the Gelesis stockholders, will own 64.1%, PIPE investors will own 7.8%, CPSR public stockholders will own approximately 23.9% of the combined company. Upon completion of the transaction, the combined company’s securities are expected to be traded on the New York Stock Exchange (NYSE) under the symbol “GLS.” Following the consummation of the Business Combination, it is expected that the New Gelesis Board will consist of nine (9) directors, which will be divided into three classes (Class I, II and III) with each of Class I, II and III consisting of three directors. Capstar Board shall consist of a defined number of directors, among others. The transaction is subject to the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having been expired or been terminated and any other required regulatory approvals applicable to the transactions contemplated by the Business Combination Agreement having been obtained, registration statement being declared effective by the U.S. Securities and Exchange Commission, approval of CPSR and Gelesis shareholders, CPSR’s initial listing application with the New York Stock Exchange in connection with the transactions contemplated by the Business Combination Agreement having been approved, registration Statement / Proxy Statement shall have become effective and Capstar shall have at least $5,000,001 of net tangible assets. The transaction has been unanimously approved by the Boards of Directors of both Gelesis and CPSR. CPSR Board recommends that stockholders vote for the adoption of the agreement. On December 12, 2021, Jamie Weinstein resigned from position as a member of the board of directors, as he no longer supported the business combination. On January 11, 2021, CPSR shareholder approved the transaction. The transaction is expected to close in the fourth quarter of 2021.
Citigroup Inc. (NYSE:C) acted as exclusive financial advisor and James T. Barrett and Eric J. Carlson of Goodwin Procter LLP acted as legal counsels to Gelesis. John Delgado and Robin Tang of UBS Securities LLC acted as financial advisor and Ernest Wechsler, Christopher Auguste, Adi Herman, Ilya Kontorovich, Jackson D. Mann, Alan R. Friedman, Harry Rubin, Irena Royzman, Marcus A. Colucci, Marissa J. Holob, Avram J. Cahn, Robert N. Holtzman, Kelly Schreiber, Barry Herzog, Helayne Oberman Stoopack and Charles S. Warren of Kramer Levin Naftalis & Frankel LLP acted as legal advisors to Capstar. BTIG, LLC also acted as financial advisor to Capstar. Michael J. Blankenship of Winston & Strawn represented the placement agents, Citigroup Global Markets Inc. and UBS Investment Bank. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Capstar. MacKenzie Partners, Inc. acted as proxy solicitor to Capstar for a fee of $17,500, plus disbursements for such services. Marcum LLP provided independent auditor’s report on financials of Capstar while KPMG LLP provided independent auditor’s report on financials of Gelesis.
Gelesis, Inc. completed the acquisition of Capstar Special Purpose Acquisition Corp. (NYSE:CPSR) from a group of shareholders in a reverse merger transaction on January 13, 2022. The publicly traded company will be known as Gelesis Holdings, Inc. and will begin trading on the New York Stock Exchange under the ticker symbol “GLS” on January 14, 2022. Gelesis shareholders approved the transaction.