JATT Acquisition and Zura Bio reveal definitive business combination agreement to create NYSE listed biotechnology company

Zura Bio, a clinical stage biotechnology company focused on developing novel medicines for immune disorders, and JATT Acquisition Corp., a publicly traded special purpose acquisition company (SPAC), have entered into a definitive business combination agreement.

Upon closing of the transaction, the combined company will be renamed Zura Bio Limited.

“This is an important milestone for Zura Bio as it accelerates our goal to become a leading global immunology company. We look forward to initiating our phase 2 clinical trial in alopecia areata and to exploring the potential of ZB-168 in other immune diseases. Through the combination with JATT, we will strengthen our leadership team and secure capital to rapidly advance ZB-168 through the clinic in order to bring potentially life-altering new medicines to patients in need,” said Oliver Levy, chief financial officer and member of Zura Bio’s board of directors.

The combined company is expected to be led by a team of biotechnology entrepreneurs and pharma industry veterans, with Dr. Someit Sidhu, founder and Chief Executive Officer of JATT, and Javier Cote-Sierra, Ph.D., a director on the JATT board of directors, expected to join Zura Bio as Chief Executive Officer and chief scientific officer, respectively.

“Zura Bio has a compelling asset in ZB-168 with the potential to target two important immune pathways in IL7 and TSLP. We believe ZB-168 has a significant opportunity to be an important medicine for the treatment of many immune diseases. I look forward to joining the leadership team of Zura Bio following completion of the business combination and I am confident we can make a difference in the lives of patients,” noted Dr. Sidhu.

Proceeds from the transaction are expected to provide Zura Bio with the capital needed to
accelerate the development of ZB-168, a fully-human, clinical-stage antibody targeting IL7Rα, that was recently in-licensed from Pfizer Inc. IL7Rα sits at the nexus of two key immune pathways (IL7 and TSLP), thus inhibiting IL7Rα, and has the potential to block signalling through either of these important immunological pathways.

ZB-168 is the only anti-IL7Rα antibody to have reported data in patients with an autoimmune disease. In a 37-patient phase 1b trial in type 1 diabetes mellitus, ZB-168 has demonstrated a favourable safety profile as well as the ability to modulate key T-cell subpopulations.

In 2023, Zura Bio plans to initiate a phase 2 proof-of-concept study in alopecia areata, a T-cell mediated disease affecting millions of patients worldwide. An additional phase 2 study in a second indication is also expected to be initiated in 2023.

The business combination implies a pro forma enterprise value of the combined company of
approximately $215 million. The combined company is expected to receive gross cash proceeds of up to $189 million, comprising the $139 million held in JATT’s trust account (assuming no redemptions by public shareholders of JATT) and a concurrent, fully committed $50 million from a forward purchase agreement and PIPE financing of ordinary shares issued at $10.00 per share.

If public shareholder redemptions exceed 90%, a further amount of $15 million will be payable under the forward purchase agreement, so that the minimum gross cash proceeds will be at least $65 million. The combined company will bear deferred underwriting commissions and transaction expenses out of the gross proceeds.

The transaction, which has been approved by Zura Bio’s and JATT’s boards of directors, is
expected to close in the fourth quarter of 2022.

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