Announcement • Jul 26
NewAmsterdam Pharma B.V. entered into a definitive business combination agreement to acquire Frazier Lifesciences Acquisition Corporation (NasdaqCM:FLAC) from a group of shareholders for approximately $490 million. NewAmsterdam Pharma B.V. entered into a definitive business combination agreement to acquire Frazier Lifesciences Acquisition Corporation (NasdaqCM:FLAC) from a group of shareholders for approximately $490 million in a reverse merger transaction on July 25, 2022. The closing of the business combination would bring NewAmsterdam’s total pro forma cash balance to at least $470 million, in addition to a total enterprise value of $326 million. NewAmsterdam’s ordinary shares are expected to be listed on Nasdaq under the ticker symbol “NAMS.” Upon closing of the transaction, merged entity (Holdco) will be led by Michael Davidson, M.D., Chief Executive Officer of NewAmsterdam Pharma B.V. Following the close of the transaction, James Topper, M.D., Ph.D., Managing Partner at Frazier Healthcare Partners and Chairman of the Board of Directors and Chief Executive Officer of FLAC, and Nicholas Downing, M.D., Principal at Bain Capital Life Sciences, will join the NewAmsterdam Board of Directors. Promptly following the Merger, the Surviving Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. NewAmsterdam Pharma B.V. shareholders will hold 60% of the combined entity.
Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including the approval of FLAC’s and NewAmsterdam Pharma’s shareholders, the non-occurrence of a Company Material Adverse Effect or FLAC Material Adverse Event (each as defined in the Business Combination Agreement) and the registration statement to be filed by Holdco having become effective, the applicable waiting period relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law, Holdco shall have at least $5,000,001 of net tangible assets, the Investor Rights Agreement duly executed, Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved. The Boards of Directors of both NewAmsterdam Pharma B.V. and FLAC have unanimously approved the transaction. FLAC Board acting upon the unanimous recommendation of a special committee comprised solely of disinterested and independent directors (the “ FLAC Special Committee ”), has unanimously recommended the authorization of the Plan of Merger and the approval of the Transactions by the shareholders of FLAC in order to procure the Required FLAC Shareholder Approval. Merger is expected to be completed in the second half of 2022.
Credit Suisse Securities (USA) LLC is acting as lead PIPE placement agent, financial advisor and capital markets advisor to FLAC. Jefferies LLC, SVB Securities LLC and William Blair & Company, L.L.C. are also acting as PIPE placement agents to FLAC and Jefferies LLC and William Blair & Company, L.L.C. are also acting as financial advisor and capital markets advisor to FLAC. SVB Securities LLC is acting as financial advisor and capital markets advisor to NewAmsterdam Pharma. Moelis & Co. is also acting as financial advisor to NewAmsterdam Pharma. Jack S. Bodner, Kerry S. Burke and Brian K. Rosenzweig of Covington & Burling LLP is acting as legal counsel to NewAmsterdam Pharma. Jocelyn M. Arel and Jacqueline Mercier of Goodwin Procter LLP is acting as legal counsel to FLAC and Frazier Lifesciences Sponsor LLC. Kirkland & Ellis LLP is acting as legal counsel to the PIPE placement agents. Kirkland & Ellis LLP is acting as legal counsel to the PIPE placement agents. Lincoln International LLC acted as financial advisor to the FLAC Special Committee. Announcement • May 18
Frazier Lifesciences Acquisition Corporation announced delayed 10-Q filing On 05/17/2021, Frazier Lifesciences Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 
