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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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EQRx, INC.
(Name of
Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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MERGER AND SHARE ISSUANCE PROPOSALSYOUR VOTE IS VERY IMPORTANT
Dear Stockholders:
On July 31, 2023,
Revolution Medicines, Inc., which is referred to as Revolution Medicines, EQRx, Inc., which is referred to as EQRx, Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines, which is referred to as Merger Sub I, and
Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines, which is referred to as Merger Sub II, entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the merger
agreement, for the acquisition of EQRx by Revolution Medicines. Pursuant to the terms of the merger agreement, Merger Sub I will merge with and into EQRx, which transaction is referred to as the first merger, with EQRx surviving the first merger as
a direct, wholly owned subsidiary of Revolution Medicines, and as soon as practicable after the first merger and as the second step in a single integrated transaction with the first merger, EQRx will merge with and into Merger Sub II, which
transaction is referred to as the second merger, with Merger Sub II surviving as a direct, wholly owned subsidiary of Revolution Medicines. The first merger and the second merger together are referred to as the mergers.
Upon successful completion of the first merger, referred to as the effective time, each issued and outstanding share of EQRx common stock as of
immediately prior to the completion of the first merger (other than the shares that are held by EQRx in treasury or shares owned by EQRx, Revolution Medicines, Merger Sub I or Merger Sub II or any wholly owned subsidiary thereof) will be
converted into the right to receive a number of validly issued, fully paid and
non-assessable
shares of Revolution Medicines common stock equal to an exchange ratio determined by dividing (i) the
aggregate number of shares of Revolution Medicines common stock to be issued as merger consideration (as described below) by (ii) the number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in
accordance with the merger agreement, and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of EQRx common stock would otherwise be entitled to receive. The exchange ratio numerator (i.e., the aggregate
number of shares of Revolution Medicines common stock to be issued as merger consideration) will equal the sum (rounded to the nearest whole share) of (i) 7,692,308 shares of Revolution Medicines common stock
plus
(ii) an additional
number of shares of Revolution Medicines common stock, which will be determined prior to the special meeting of EQRx stockholders, referred to as the EQRx special meeting, by dividing (a) $870,000,000 by (b) (1) the daily volume weighted
average closing price of one share of Revolution Medicines common stock, for each of the five consecutive trading days ending on and including the date that is the sixth business day prior to the EQRx special meeting date, which is referred to as
the
pre-EQRx
special meeting VWAP, multiplied by (2) 0.94. Upon completion of the mergers, Revolution Medicines stockholders will continue to own their existing Revolution Medicines shares. Revolution
Medicines common stock is traded on the Nasdaq Global Select Market under the symbol RVMD and EQRx common stock is traded on the Nasdaq Global Market under the symbol EQRX.
For illustrative purposes only, we have provided the below assumptions and sensitivity analysis to inform your decision. Assuming (1) a
pre-EQRx special meeting VWAP of $32.1132, which reflects the five-day volume weighted average closing price per share of Revolution Medicines common stock calculated for the five trading days ending on and including September 15, 2023, and (2) the
number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in accordance with the merger agreement as of September 15, 2023, is 497,460,533, the exchange ratio would equal 0.0734.
Assuming (1) a pre-EQRx special meeting VWAP of $37.1132, which reflects a $5.00 increase in the five-day volume weighted average closing price
per share of Revolution Medicines common stock calculated five trading days ending on and including September 15, 2023, and (2) the number of shares of EQRx common stock outstanding immediately prior to the effective time, determined in accordance
with the merger agreement as of September 15, 2023, is 497,618,584, the exchange ratio would equal 0.0656. Assuming (1) a pre-EQRx special meeting VWAP of $27.1132, which reflects a $5.00 decrease in the five-day volume weighted average closing
price per share of Revolution Medicines common stock calculated five trading days ending on and including September 15, 2023, and (2) the number of shares of EQRx common stock outstanding immediately prior to the
effective time, determined in accordance with the merger agreement as of September 15, 2023, is 497,268,020, the exchange ratio would equal 0.0841.
Revolution Medicines and EQRx will each hold special meetings of their respective stockholders in connection with the proposed mergers, which
are referred to as the Revolution Medicines special meeting and the EQRx special meeting, respectively.
At the Revolution Medicines
special meeting, Revolution Medicines stockholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Revolution Medicines common stock to EQRx equityholders pursuant to the merger agreement, which
proposal is referred to as the Revolution Medicines share issuance proposal and (2) a proposal to adjourn the Revolution Medicines special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are
not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal.
The board of directors of Revolution Medicines recommends that Revolution Medicines stockholders vote
FOR
each of the proposals to be considered at the Revolution Medicines special meeting.
At the
EQRx special meeting, EQRx stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which is referred to as the EQRx merger agreement proposal, (2) a proposal to approve, on a
non-binding,
advisory basis, the compensation that will or may be payable to EQRxs named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and
(3) a proposal to adjourn the EQRx special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the EQRx special meeting to adopt the EQRx merger agreement
proposal.
The board of directors of EQRx recommends that EQRx stockholders vote FOR each of the proposals to be considered at the EQRx special meeting.
The merger agreement requires, as a condition to closing of the mergers and the other transactions contemplated by the merger agreement, that
Revolution Medicines stockholders approve the Revolution Medicines share issuance proposal and that EQRx stockholders approve the EQRx merger agreement proposal.
Your vote on these matters, as well as other proposals, is very important,
regardless of the number of shares you own. Whether or not you plan to attend your respective special meeting electronically, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage
-paid
envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll
-free
telephone number or by voting online as described in
the instructions included with your proxy card.
The accompanying joint proxy statement/prospectus provides you with important
information about the special meetings, the mergers, and each of the proposals.
We encourage you to read the entire document carefully, in particular the
Risk Factors
section beginning on page 37 of the
accompanying joint proxy statement/prospectus for a discussion of risks relevant to the mergers.
We look forward to the successful
completion of the mergers.
Sincerely,
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Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
mergers or the Revolution Medicines common stock to be issued in the mergers or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying joint proxy statement/prospectus is dated as of, and is first being mailed to the stockholders of Revolution Medicines and EQRx on or about,
September 29, 2023.
700 Saginaw Drive
Redwood City, California 94063
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF REVOLUTION MEDICINES, INC.
TO BE HELD ON NOVEMBER 8, 2023
To the
Stockholders of Revolution Medicines, Inc.:
NOTICE IS HEREBY GIVEN
that Revolution Medicines, Inc., which is referred to as
Revolution Medicines, will hold a completely virtual special meeting of its stockholders, which is referred to as the Revolution Medicines special meeting, at the Revolution Medicines special meeting website, at
www.virtualshareholdermeeting.com/RVMD2023SM, on November 8, 2023, beginning at 8:00 a.m., Pacific Time, for the purpose of considering and voting on the following proposals:
(1) to approve the issuance of shares of Revolution Medicines common stock (including securities convertible into or exercisable for shares of
Revolution Medicines common stock) to certain equityholders of EQRx, Inc., which is referred to as EQRx, pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (as it may be amended from time to time), by and among Revolution
Medicines, Equinox Merger Sub I, Inc., a wholly owned subsidiary of Revolution Medicines, Equinox Merger Sub II LLC, a wholly owned subsidiary of Revolution Medicines, and EQRx, which is referred to as the merger agreement, a copy of which is
included as
Annex A
to the accompanying joint proxy statement/prospectus, which proposal is referred to as the Revolution Medicines share issuance proposal; and
(2) to approve the adjournment of the Revolution Medicines special meeting to a later date or dates, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal, which proposal is referred to as the Revolution Medicines adjournment proposal.
Revolution Medicines will transact no other business at the Revolution Medicines special meeting. The accompanying joint proxy
statement/prospectus, including the merger agreement attached thereto as
Annex A
, contains further information with respect to these matters.
Only holders of record of Revolution Medicines common stock at the close of business on September 26, 2023, the record date for notice of and
voting at the Revolution Medicines special meeting, which is referred to as the Revolution Medicines record date, are entitled to notice of and to vote at the Revolution Medicines special meeting.
The board of directors of Revolution Medicines, which is referred to as the Revolution Medicines board of directors, has approved and declared
advisable the merger agreement and the transactions contemplated by the merger agreement, including the Revolution Medicines share issuance proposal, on the terms and subject to the conditions set forth in the merger agreement.
The Revolution
Medicines board of directors recommends that Revolution Medicines stockholders vote FOR the Revolution Medicines share issuance proposal and FOR the Revolution Medicines adjournment proposal.
Your vote is very important, regardless of the number of shares of Revolution Medicines common stock you own.
The merger agreement
requires, as a condition to closing of the mergers and the other transactions contemplated by the merger agreement, that Revolution Medicines stockholders approve the Revolution Medicines share issuance proposal. Assuming a quorum is present, the
approval of the Revolution Medicines share issuance proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast at the Revolution Medicines special meeting on the Revolution Medicines share issuance
proposal.
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A complete list of Revolution Medicines stockholders as of the Revolution Medicines record
date will be open to the examination of any Revolution Medicines stockholder at Revolution Medicines principal executive offices at 700 Saginaw Drive, Redwood City, California 94063 for a period of 10 days prior to the Revolution Medicines
special meeting. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the
16-digit
control number included on the proxy card that you received,
or on the materials provided by your bank or broker.
Whether or not you plan to attend the Revolution Medicines special meeting
electronically, Revolution Medicines urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed
postage-paid
envelope, call the
toll-free
telephone number or vote online as described in the instructions included with the proxy card, so that your shares may be represented and voted at the Revolution Medicines special meeting. To
participate electronically in the Revolution Medicines special meeting, you will need the
16-digit
control number included on your proxy card or on the voting instruction form that accompanied your proxy
materials. The meeting webcast will begin promptly at 8:00 a.m., Pacific Time. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow
their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote
your shares at the Revolution Medicines special meeting, you may visit www.virtualshareholdermeeting.com/RVMD2023SM and enter the
16-digit
control number included in the voting instruction form provided to you
by your bank or brokerage firm. If you hold your shares in street name and you do not receive a
16-digit
control number, you may need to log in to your bank or brokerage firms website and select the
shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. The use of video, still photography or audio recording at the Revolution
Medicines special meeting is not permitted. If you have any questions about the mergers or how to vote or direct a vote in respect of your shares of Revolution Medicines common stock, you may contact our proxy solicitor, Morrow Sodali LLC, at (800)
662-5200
(toll-free in North America) or (203)
658-9400
or by email at RVMD@info.morrowsodali.com.
By Order of the Board of Directors of Revolution Medicines, Inc.
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Your vote is important. Revolution Medicines stockholders are requested to complete, date, sign and return
the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States, or to submit a proxy to vote your shares electronically through the Internet or by telephone.
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50 Hampshire Street
Cambridge, Massachusetts 02141
(617)
315-2255
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF EQRX, INC.
TO BE HELD ON NOVEMBER 8, 2023
To the
Stockholders of EQRx, Inc.:
NOTICE IS HEREBY GIVEN
that EQRx, Inc., which is referred to as EQRx, will hold a completely virtual
special meeting of its stockholders, which is referred to as the EQRx special meeting, at the EQRx special meeting website, at www.virtualshareholdermeeting.com/EQRX2023SM, on November 8, 2023, beginning at 11:00 a.m., Eastern Time, for the
purpose of considering and voting on the following proposals:
(1) to adopt the Agreement and Plan of Merger, dated July 31, 2023 (as
it may be amended from time to time), by and among EQRx, Revolution Medicines, Inc., referred to as Revolution Medicines, Equinox Merger Sub I, Inc., a wholly owned subsidiary of Revolution Medicines, and Equinox Merger Sub II LLC, a wholly owned
subsidiary of Revolution Medicines, which is referred to as the merger agreement, a copy of which is included as
Annex
A
to the accompanying joint proxy statement/prospectus, which proposal is referred to as the EQRx merger
agreement proposal;
(2) to approve, on a
non-binding,
advisory basis, the compensation that will
or may be payable to EQRxs named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the EQRx compensation proposal; and
(3) to approve the adjournment of the EQRx special meeting to a later date or dates, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the EQRx special meeting to approve the EQRx merger agreement proposal, which proposal is referred to as the EQRx adjournment proposal.
EQRx will transact no other business at the EQRx special meeting. The accompanying joint proxy statement/prospectus, including the merger
agreement attached thereto as
Annex
A
, contains further information with respect to these matters.
Only holders
of record of EQRx common stock at the close of business on September 26, 2023, the record date for notice of and voting at the EQRx special meeting, which is referred to as the EQRx record date, are entitled to notice of and to vote at the EQRx
special meeting.
The board of directors of EQRx, which is referred to as the EQRx board of directors, has determined that the
transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, EQRx and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement.
The EQRx board of directors recommends that EQRx stockholders vote FOR the EQRx merger agreement proposal, FOR the EQRx compensation proposal and FOR the EQRx adjournment proposal.
Your vote is very important, regardless of the number of shares of EQRx common stock you own.
The merger agreement requires, as a
condition to closing of the mergers and the other transactions contemplated by the merger agreement, that EQRx stockholders approve the EQRx merger agreement proposal. Assuming a quorum is present at the EQRx special meeting, the approval of the
EQRx merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting on the EQRx merger agreement proposal.
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A complete list of EQRx stockholders as of the EQRx record date will be open to the
examination of any EQRx stockholder at EQRxs principal executive offices at 50 Hampshire Street, Cambridge, Massachusetts 02141 for a period of 10 days prior to the EQRx special meeting.
Whether or not you plan to attend the EQRx special meeting electronically, EQRx urges you to please promptly mark, sign and date the
accompanying proxy card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at
the EQRx special meeting. To participate electronically in the EQRx special meeting, you will need the
16-digit
control number included on your proxy card or on the instructions that accompanied your proxy
materials. The meeting webcast will begin promptly at 11:00 a.m., Eastern Time. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow
their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote
your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the
16-digit
control number included in the voting instruction form provided to you by your bank or
brokerage firm. If you hold your shares in street name and you do not receive a
16-digit
control number, you may need to log in to your bank or brokerage firms website and select the shareholder
communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. The use of video, still photography or audio recording at the EQRx special meeting is
not permitted. If you have any questions about the mergers or how to vote or direct a vote in respect of your shares of EQRx common stock, you may contact our proxy solicitor, MacKenzie Partners, Inc., at
1-800-322-2885
toll free in North America, or at
1-212-929-5500
outside of North America or by
e-mail
at proxy@mackenziepartners.com.
By Order of the Board of Directors of EQRx, Inc.
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Your vote is important. EQRx stockholders are requested to complete, date, sign and return the enclosed
proxy card in the envelope provided, which requires no postage if mailed in the United States, or to submit a proxy to vote your shares electronically through the Internet or by telephone.
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REFERENCES TO ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about Revolution Medicines, Inc., which is
referred to as Revolution Medicines, and EQRx, Inc., which is referred to as EQRx, from other documents that Revolution Medicines and EQRx have filed with the U.S. Securities and Exchange Commission, which is referred to as the SEC, and that are
contained in or incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section titled
Where You Can Find More
Information
of this joint proxy statement/prospectus. This information is available for you free of charge to review through the SECs website at www.sec.gov.
Any person may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint
proxy statement/prospectus or other information concerning Revolution Medicines or EQRx, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:
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In order for you to receive timely delivery of the documents in advance of the special meeting of
Revolution Medicines stockholders to be held on November 8, 2023, which is referred to as the Revolution Medicines special meeting, or the special meeting of EQRx stockholders to be held on November 8, 2023, which is referred to as the EQRx special
meeting, as applicable, you must request the information no later than seven calendar days prior to the applicable special meeting.
The contents of the websites of the SEC, Revolution Medicines, EQRx or any other entity are not being incorporated into this joint proxy
statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.
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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form
S-4
filed with the SEC by
Revolution Medicines, constitutes a prospectus of Revolution Medicines under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock of Revolution Medicines to
be issued to EQRx equityholders pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (as it may be amended from time to time), by and among Revolution Medicines, EQRx, Merger Sub I and Merger Sub II, which is referred to as
the merger agreement. This document also constitutes a joint proxy statement of Revolution Medicines and EQRx under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes
a notice of meeting with respect to the Revolution Medicines special meeting and a notice of meeting with respect to the EQRx special meeting.
Revolution Medicines has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating
to Revolution Medicines, and EQRx has supplied all such information relating to EQRx. Revolution Medicines and EQRx have both contributed to the information related to the mergers contained in this joint proxy statement/prospectus.
You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Revolution
Medicines and EQRx have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated September
29, 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.
Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any
date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Revolution Medicines stockholders or EQRx stockholders nor the issuance by Revolution Medicines of shares of its common stock
pursuant to the merger agreement will create any implication to the contrary.
This joint proxy statement/prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:
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The following are some questions that you, as a stockholder of Revolution Medicines or as a stockholder of EQRx, may have regarding the
mergers and the other matters being considered at the special meeting of Revolution Medicines stockholders, and brief answers to those questions. You are urged to carefully read this joint proxy statement/prospectus and the other documents
referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and
the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section
titled
Where You Can Find More Information
of this joint proxy statement/prospectus.
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In order to complete the mergers, among other things:
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Revolution Medicines is holding a special meeting of its stockholders to obtain approval of
the Revolution Medicines share issuance proposal. Revolution Medicines stockholders will also be asked to approve the proposal to adjourn the Revolution Medicines special meeting to solicit additional proxies if there are not sufficient votes at the
time of the Revolution Medicines special meeting to approve the Revolution Medicines share issuance proposal, which proposal is referred to as the Revolution Medicines adjournment proposal.
EQRx is holding a special meeting of its stockholders to obtain approval of the EQRx merger agreement proposal. EQRx stockholders will also be
asked to approve (i) on a
non-binding,
advisory basis, the compensation that will or may be payable to EQRxs named executive officers that is based on or otherwise relates to the transactions
contemplated by the merger agreement, which proposal is referred to as the EQRx compensation proposal and (ii) the proposal to adjourn the EQRx special meeting to solicit additional proxies if there are not sufficient votes at the time of the
EQRx special meeting to approve the EQRx merger agreement proposal, which proposal is referred to as the EQRx adjournment proposal.
Your
vote is very important, regardless of the number of shares that you own. The approval of the Revolution Medicines share issuance proposal and the approval of the EQRx merger agreement proposal are conditions to the obligations of Revolution
Medicines and EQRx to complete the mergers. The approvals of the EQRx compensation proposal, the Revolution Medicines adjournment proposal or the EQRx adjournment proposal are not conditions to the obligations of Revolution Medicines or EQRx to
complete the mergers.
1
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To
participate in the Revolution Medicines special meeting, you will need the
16-digit
control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast
will begin promptly at 8:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online
check-in
will begin at 7:45 a.m., Pacific Time, and you should allow ample time for
check-in
procedures. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction form provided by your bank or brokerage firm. If you lose your
16-digit
control number, you may join the Revolution Medicines special meeting as a Guest, but you will not be able to vote, ask questions, or access the list of stockholders as of the Revolution
Medicines record date.
The EQRx special meeting will be held completely virtually on the EQRx special meeting website, at
www.virtualshareholdermeeting.com/EQRX2023SM, on November 8, 2023 at 11:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online
check-in
will begin at 10:45 a.m.,
Eastern Time, and you should allow ample time for
check-in
procedures. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction form provided by your
bank or brokerage firm. If you lose your
16-digit
control number, you may join the EQRx special meeting as a Guest, but you will not be able to vote, ask questions, or access the list of
stockholders as of the EQRx record date.
If you choose to vote your shares electronically at your respective companys special
meeting, please bring required documentation in accordance with the section titled
The Revolution Medicines Special MeetingAttending the Revolution Medicines Special Meeting
of this joint proxy statement/prospectus, with
respect to the Revolution Medicines special meeting, and the section titled
The EQRx Special MeetingAttending the EQRx Special Meeting
of this joint proxy statement/prospectus, with respect to the EQRx special meeting. The
use of video, still photography or audio recording at either the Revolution Medicines special meeting or the EQRx special meeting is not permitted.
Even if you plan to virtually attend your companys special meeting, Revolution Medicines and EQRx recommend that you vote your shares in
advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.
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For Revolution Medicines stockholders, if you do not return or submit your proxy or vote at the Revolution Medicines special meeting as
provided in this joint proxy statement/prospectus, it will have no effect on the Revolution Medicines share issuance proposal or the Revolution Medicines adjournment proposal. The Revolution Medicines board of directors recommends that you vote
FOR
the Revolution Medicines share issuance proposal and
FOR
the Revolution Medicines adjournment proposal.
For EQRx stockholders, if you do not return or submit your proxy or vote at the EQRx special meeting as provided in this joint proxy
statement/prospectus, the effect will be the same as a vote
AGAINST
the EQRx merger agreement proposal, and will have no effect on the EQRx compensation proposal or the EQRx adjournment proposal. The EQRx board of directors
recommends that you vote
FOR
the EQRx merger agreement proposal,
FOR
the EQRx compensation proposal and
FOR
the EQRx adjournment proposal.
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The market price of shares of Revolution Medicines common stock that EQRx stockholders receive after the mergers are completed could be greater
than, less than or the same as the market price of shares of Revolution Medicines common stock on the date of this joint proxy statement/prospectus or at the time of the special meetings. Accordingly, EQRx stockholders should obtain current market
quotations for Revolution Medicines common stock and EQRx common stock before deciding how to vote with respect to the adoption of the merger agreement. Revolution Medicines common stock is traded on the Nasdaq Select under the symbol
RVMD and EQRx common stock is traded on the Nasdaq Global under the symbol EQRX. Shares of common stock issued as merger consideration are expected to trade on the Nasdaq Select under the symbol RVMD.
For more information regarding the merger consideration to be received by EQRx equityholders if the mergers are completed, see the section
titled
The Merger AgreementMerger Consideration
of this joint proxy statement/prospectus.
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At the effective time:
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The
amount of any required withholding (as described further in
The Merger Agreement
Withholding Rights
) with respect to
in-the-money
EQRx
options, EQRx RSUs and shares of EQRx restricted stock that are converted into shares of Revolution Medicines common stock at the effective time will be satisfied by selling shares of Revolution Medicines common stock and remitting the proceeds to
the proper taxing authorities through Revolution Medicines.
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In
considering the recommendations of the EQRx board of directors, EQRx stockholders should be aware that EQRx directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as EQRx
stockholders. These interests may include, among others, accelerated vesting of outstanding EQRx equity awards and payment of severance benefits. For a more complete description of these interests, see the information provided in the section titled
The Mergers
Interests of
EQRxs Directors and Executive Officers in the Mergers
of this joint proxy statement/prospectus.
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Medicines stockholders requires the affirmative vote of the holders of a majority in voting power of the votes cast at the Revolution Medicines special meeting on the Revolution Medicines share issuance proposal. Accordingly, a Revolution Medicines stockholders abstention from voting, a broker non-vote or the failure of a Revolution Medicines stockholder not present at the meeting to vote will have no effect on the Revolution Medicines share issuance proposal. |
Revolution Medicines Proposal # 2: Revolution
Medicines Adjournment Proposal
. The Revolution Medicines special meeting may be adjourned to solicit additional proxies if there are not sufficient votes at the time of the Revolution Medicines special meeting to approve the Revolution Medicines
share issuance proposal, with the affirmative vote of the holders of a majority of the votes cast for and against the Revolution Medicines adjournment proposal. Accordingly, a Revolution Medicines stockholders abstention from voting, a broker
non-vote
or the failure of a Revolution Medicines stockholder not present at the meeting to vote will have no effect on the Revolution Medicines adjournment proposal.
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EQRx Proposal #2: EQRx Compensation Proposal
. Assuming a quorum is present at the EQRx special meeting, the approval, on a
non-binding,
advisory basis, of the compensation that will or may be payable to EQRxs named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement,
requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx compensation proposal. Accordingly, an EQRx stockholders abstention from voting, a broker
non-vote
or the failure of an EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in street name through a bank, broker or other nominee to give voting
instructions to that bank, broker or other nominee) will have no effect on the EQRx compensation proposal.
EQRx Proposal #3: EQRx
Adjournment Proposal.
The EQRx special meeting may be adjourned to solicit additional proxies if there are not sufficient votes at the time of the EQRx special meeting to approve the EQRx merger agreement proposal, with the affirmative vote of
the holders of a majority of the votes cast for and against the EQRx adjournment proposal. Accordingly, an EQRx stockholders abstention from voting, a broker
non-vote
or the failure of an EQRx
stockholder to vote (including the failure of an EQRx stockholder who holds shares in street name through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the EQRx
adjournment proposal.
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Yes. Contemporaneously with the execution of the merger agreement, Revolution Medicines entered into voting
agreements with certain EQRx directors, executive officers and significant stockholders who held, as of July 31, 2023, more than 40% of the voting shares of EQRx, and EQRx entered into voting agreements with certain Revolution Medicines
directors, executive officers and significant stockholders who held, as of July 31, 2023, approximately 8% of the voting shares of Revolution Medicines.
Pursuant to the EQRx voting agreements, each supporting EQRx stockholder has agreed, among other things, to vote its shares of EQRx common
stock (i) in favor of the adoption of the merger agreement, and
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(ii) against (x) any action or agreement that would reasonably be expected to result in EQRx not being able to fulfill any of its closing conditions, as required by the merger agreement and
(y) any competing transaction proposal.
Pursuant to the Revolution Medicines voting agreements, each Revolution Medicines supporting
stockholder has agreed, among other things, to vote its shares of Revolution Medicines common stock (i) in favor of the Revolution Medicines share issuance proposal and (ii) against (x) any action or agreement that would reasonably be
expected to result in Revolution Medicines not being able to fulfill any of its closing conditions, as required by the merger agreement and (y) any competing transaction proposal.
Copies of the form of Revolution Medicines voting agreements and form of EQRx voting agreements are attached as Annex C and Annex D,
respectively, to this joint
proxy statement/prospectus. For a more complete summary of the voting agreements, see the sections titled
The Ancillary AgreementsRevolution Medicines Voting Agreements
and
The
Ancillary AgreementsEQRx Voting Agreements
of this joint proxy statement/prospectus.
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Shares in street name.
With respect to either the Revolution Medicines
special meeting or the EQRx special meeting, if your shares are held in street name through a bank, broker or other nominee, you will
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receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to
stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the Revolution Medicines special meeting, you may visit
www.virtualshareholdermeeting.com/RVMD2023SM and enter the
16-digit
control number included in the voting instruction form provided to you by your bank or brokerage firm. If your shares are not registered in
your own name and you would like to vote your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the
16-digit
control number included in the voting
instruction form provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a
16-digit
control number, you may need to log in to your bank or brokerage
firms website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm.
Even if you plan to virtually attend the Revolution Medicines special meeting or the EQRx special meeting, Revolution Medicines and EQRx
recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting. The use of video, still photography or audio
recording is not permitted at either the Revolution Medicines special meeting or the EQRx special meeting.
Additional information on
attending the special meetings can be found in the section titled
The Revolution Medicines Special Meeting
on page 51 of this joint proxy statement/prospectus and in the section titled
The EQRx Special Meeting
on page 60 of this joint proxy statement/prospectus.
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Additional information on voting procedures can be found under the section titled
The Revolution Medicines
Special Meeting
on page 51 of this joint proxy statement/prospectus and under the section titled
The EQRx Special Meeting
on page 60 of this joint proxy statement/prospectus.
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If your shares of common stock in Revolution Medicines or EQRx are
held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name, and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank,
broker or other nominee will provide you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Revolution Medicines
special meeting or the EQRx special meeting, as applicable. If your shares are not registered in your own name and you would like to vote your shares at the Revolution Medicines special meeting, you may visit
www.virtualshareholdermeeting.com/RVMD2023SM and enter the
16-digit
control number included in the voting instruction form provided to you by your bank or brokerage firm. If your shares are not registered in
your own name and you would like to vote your shares at the EQRx special meeting, you may visit www.virtualshareholdermeeting.com/EQRX2023SM and enter the
16-digit
control number included in the voting
instruction form provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a
16-digit
control number, you may need to log in to your bank or brokerage
firms website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction form provided by your bank or brokerage firm.
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For Revolution Medicines stockholders, not
instructing your bank, broker or other nominee how you wish to vote your shares will have no effect on the Revolution Medicines share issuance proposal or the Revolution Medicines adjournment proposal.
For EQRx stockholders, not instructing your bank, broker or other nominee how you wish to vote your shares will have the same effect as a vote
AGAINST
the EQRx merger agreement proposal, but will have no effect on the EQRx compensation proposal or the EQRx adjournment proposal.
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Medicines common stock or EQRx common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting. |
Record Holders
. For shares held directly, please complete, sign, date and return each proxy card (or submit a proxy to cast your vote
over the Internet, or by telephone, as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Revolution Medicines common stock or EQRx
common stock are voted.
Shares in street name.
For shares held in street name through a bank, broker or
other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.
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Execution or revocation of a proxy
will not in any way affect your right to attend the applicable special meeting and vote electronically at such special meeting. Attending the applicable special meeting will not, by itself, revoke a proxy.
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Written notices of revocation and other communications with respect to the revocation of
proxies should be addressed:
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The Revolution Medicines Special
MeetingRevocability of Proxies
of this joint proxy statement/prospectus and the section titled
The EQRx Special MeetingRevocability of Proxies
of this joint proxy statement/prospectus, as applicable.
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will pay Morrow a fee of approximately $15,000, plus reimbursement of reasonable expenses. Revolution Medicines has agreed to indemnify Morrow against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). EQRx has engaged MacKenzie Partners, Inc., which is referred to as MacKenzie Partners, to assist in the solicitation of proxies for the EQRx special meeting for a fee of $9,500, plus reimbursement of out-of-pocket expenses. EQRx has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Revolution Medicines and EQRx also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Revolution Medicines common stock and EQRx common stock, respectively. Revolution Medicines directors, officers and employees and EQRxs directors, officers and employees also may solicit proxies, by telephone, by mail, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies. |
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If the mergers, taken together, qualify as a reorganization, a U.S. holder (as defined in the section titled
U.S. Federal
Income Tax Consequences of the Mergers
of this joint proxy statement/prospectus) of EQRx common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of EQRx common stock for Revolution
Medicines common stock in the mergers, except with respect to cash received by such holder in lieu of fractional shares of Revolution Medicines common stock. If the mergers do not so qualify, the exchange of EQRx common stock for Revolution
Medicines common stock in the mergers will be a taxable transaction for U.S. federal income tax purposes.
See the section titled
U.S. Federal Income Tax Consequences of the Mergers
of this joint proxy statement/prospectus for a more complete description of certain U.S. federal income tax consequences of the mergers. Please consult your tax advisors as to
the specific tax consequences to you of the mergers, including the consequences if the mergers do not qualify as a reorganization.
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The obligation of each of
Revolution Medicines and EQRx to consummate the mergers is also conditioned on, among other things:
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No assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be
satisfied, and, even if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the mergers could
cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Revolution Medicines and EQRx expect to achieve if the mergers are successfully completed within the expected timeframe. For a more complete
summary of the conditions that must be satisfied or waived prior to completion of the mergers, see the sections titled
The Merger AgreementConditions to the Completion of the Mergers
and
The MergersRegulatory
Approvals
of this joint proxy statement/prospectus.
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As a result of the process undertaken by EQRx to wind down its programs, EQRx may not have any product candidates in active clinical
development nor any material research and development collaborations if the proposed mergers were not to be completed. Accordingly, EQRxs future business prospects as a biopharmaceutical company would be limited unless EQRx is able to take
steps to hire key personnel and rebuild a pipeline of product candidates through licenses, acquisitions or both, or through consummation of an alternative transaction. The EQRx board of directors also may determine to liquidate or dissolve EQRx. In
such an event, the amount of cash available for distribution to EQRx stockholders will depend heavily on the timing of such liquidation or dissolution, as well as the amount of cash that will need to be reserved for commitments and contingent
liabilities.
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For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This
summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a Revolution Medicines stockholder or an EQRx stockholder. To understand the mergers fully
and for a more complete description of the terms of the mergers, you should read carefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary include a page reference
directing you to a more complete description of those items. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the section titled
Where You Can Find More Information
of this joint proxy statement/prospectus.
The Parties to the Mergers
(Page 49)
Revolution Medicines, Inc.
Revolution Medicines is a clinical-stage precision oncology company focused on developing targeted therapies to inhibit frontier targets in
RAS-addicted
cancers. Revolution Medicines possess sophisticated structure-based drug discovery capabilities built upon deep chemical biology and cancer pharmacology
know-how
and innovative, proprietary technologies that enable the creation of small molecules tailored to unconventional binding sites. Revolution Medicines understanding of genetic drivers and adaptive resistance mechanisms in cancer, coupled with
robust drug discovery and medicinal chemistry capabilities, has guided it to establish a deep pipeline targeting critical signaling nodes within the RAS pathway and associated pathways. This cohesive approach underpins its clinical strategy of
exploring mechanism-based dosing paradigms and
in-pathway
combinations to optimize treatment for cancer patients.
Revolution Medicines research and development pipeline comprises RAS(ON) inhibitors that bind directly to RAS variants, which it refers
to as RAS(ON) Inhibitors, and RAS companion inhibitors that target key nodes in the RAS pathway or associated pathways, which it refer to as RAS Companion Inhibitors. Revolution Medicines RAS Companion Inhibitors are designed primarily for
combination treatment strategies involving one or more therapeutic agents, which particularly may include our RAS(ON) Inhibitors. Revolution Medicines long-term goal is to combine our RAS(ON) Inhibitors with selected RAS Companion Inhibitors
or other therapies on behalf of patients based on molecular tumor features.
Revolution Medicines principal executive office is
located at 700 Saginaw Drive, Redwood City, California 94063. Its telephone number is (650)
481-6801.
Equinox Merger Sub, Inc.
Merger
Sub I, a newly formed, direct, wholly owned subsidiary of Revolution Medicines, is a Delaware corporation that was formed on July 21, 2023, for the sole purpose of effecting the mergers. Merger Sub I has not conducted any activities other than
those incidental to its formation and the matters contemplated by the merger agreement.
Equinox Merger Sub II LLC
Merger Sub II, a newly formed, direct, wholly owned subsidiary of Revolution Medicines, is a Delaware limited liability company that was formed
on July 21, 2023, for the sole purpose of effecting the mergers. Merger Sub II has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.
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EQRx, Inc.
EQRx is a biopharmaceutical company with a focus on developing and commercializing innovative medicines for some of the most prevalent disease
areas, including cancer and immune-inflammatory conditions. EQRxs principal executive office is located at 50 Hampshire Street, Cambridge, Massachusetts 02139. Its telephone number is (617)
315-2255.
The Revolution Medicines Special Meeting (Page 51)
The Revolution Medicines special meeting will be held on November 8, 2023, at 8:00 a.m., Pacific Time, at the Revolution Medicines special
meeting website, at www.virtualshareholdermeeting.com/RVMD2023SM. The purposes of the Revolution Medicines special meeting are as follows:
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Completion of the mergers is conditioned on the approval of the Revolution
Medicines share issuance proposal by Revolution Medicines stockholders. Approval of the Revolution Medicines adjournment proposal is not a condition to the obligation of either Revolution Medicines or EQRx to complete the mergers.
Only holders of record of issued and outstanding shares of Revolution Medicines common stock as of the close of business on September 26,
2023, the record date for the Revolution Medicines special meeting, are entitled to notice of, and to vote at, the Revolution Medicines special meeting. Revolution Medicines stockholders may cast one vote for each share of Revolution Medicines
common stock that Revolution Medicines stockholders held as of that record date.
Assuming a quorum is present at the Revolution Medicines
special meeting, approval of the Revolution Medicines share issuance proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker
non-votes)
at the Revolution Medicines special meeting on the Revolution Medicines share issuance proposal. An abstention, a broker
non-vote
or the failure of a
Revolution Medicines stockholder not present at the meeting to vote will have no effect on the outcome of the Revolution Medicines share issuance proposal.
Assuming a quorum is present at the Revolution Medicines special meeting, approval of the Revolution Medicines adjournment proposal requires
the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker
non-votes)
at the Revolution Medicines special meeting on the Revolution Medicines
adjournment proposal. An abstention, a broker
non-vote
or the failure of a Revolution Medicines stockholder not present at the meeting to vote will have no effect on the outcome of the Revolution Medicines
adjournment proposal.
The EQRx Special Meeting (Page 60)
The EQRx special meeting will be held on November 8, 2023, at 11:00 a.m., Eastern Time, at the EQRx special meeting website, at
www.virtualshareholdermeeting.com/EQRX2023SM. The purposes of the EQRx special meeting are as follows:
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Completion of the mergers is conditioned on the approval of the EQRx merger agreement proposal by EQRx stockholders. Approval of either of the
EQRx compensation proposal or the EQRx adjournment proposal is not a condition to the obligation of either Revolution Medicines or EQRx to complete the mergers.
Only holders of record of outstanding shares of EQRx common stock as of the close of business on September 26, 2023, the record date for the
EQRx special meeting, are entitled to notice of, and to vote at, the EQRx special meeting. EQRx stockholders may cast one vote for each share of EQRx common stock that EQRx stockholders held as of that record date.
Assuming a quorum is present at the EQRx special meeting, approval of the EQRx merger agreement proposal by EQRx stockholders requires the
affirmative vote of the holders of a majority of the outstanding shares of EQRx common stock entitled to vote at the EQRx special meeting. An abstention, a broker
non-vote
or the failure of an EQRx stockholder
to vote (including the failure of an EQRx stockholder who holds shares in street name through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have the same effect as a vote cast
AGAINST
the proposal to adopt the merger agreement.
Assuming a quorum is present at the EQRx special meeting, approval
of the EQRx compensation proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx compensation proposal. An abstention, a broker
non-vote
or the
failure of an EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in street name through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no
effect on the outcome of the EQRx compensation proposal.
Assuming a quorum is present at the EQRx special meeting, approval of the EQRx
adjournment proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against the EQRx adjournment proposal. An abstention, a broker
non-vote
or the failure of an
EQRx stockholder to vote (including the failure of an EQRx stockholder who holds shares in street name through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the
outcome of the EQRx adjournment proposal.
The Mergers and the Merger Agreement (Pages 70 and 130)
The terms and conditions of the mergers are contained in the merger agreement, a copy of which is attached as
Annex A
to this joint
proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the mergers.
Pursuant to the terms of the merger agreement, (i) Merger Sub I will merge with and into EQRx, referred to as the first merger, with EQRx
as the surviving corporation in the first merger and (ii) as soon as practicable after the first merger and as the second step in a single integrated transaction with the first merger, EQRx will merge with and into Merger Sub II, referred to as
the second merger, with Merger Sub II as the surviving company in the second merger and continuing as a wholly owned subsidiary of Revolution Medicines. The first merger and the second merger together are referred to as the mergers.
Following the mergers, EQRx common stock will be delisted from the Nasdaq Global, deregistered under the Exchange Act and will cease to be
publicly traded.
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Merger Consideration (Page 131)
At the effective time, by virtue of the first merger and without any further action on the part of Revolution Medicines, Merger Sub I, EQRx, or
any stockholder of EQRx or Merger Sub I, each share of EQRx common stock that is issued and outstanding immediately prior to the effective time (other than excluded EQRx shares) will be converted into the right to receive a number of validly issued,
fully paid and
non-assessable
shares of Revolution Medicines common stock equal to the exchange ratio, which shares of Revolution Medicines common stock (in the aggregate) are referred to as the merger
consideration. No fractional shares of Revolution Medicines common stock will be issued as merger consideration, and EQRx stockholders will receive cash in lieu of any fractional shares as part of the merger consideration, as specified in the merger
agreement and as further described in the section titled
The Merger AgreementTreatment of Fractional Shares
of this joint proxy statement/prospectus. At the effective time, all excluded EQRx shares will be cancelled and
retired and will cease to exist, and no consideration will be delivered in exchange for such shares.
The exchange ratio will be
determined by dividing (i) the aggregate number of shares of Revolution Medicines common stock to be issued as merger consideration by (ii) the number of shares of EQRx common stock outstanding immediately prior to the effective time,
determined in accordance with the merger agreement, as further described in the section titled
The Merger AgreementMerger Consideration
of this joint proxy statement/prospectus.
The exchange ratio is floating, which means that it will change between now and the date of the EQRx special meeting, depending upon the
pre-EQRx
special meeting VWAP. The exchange ratio will be calculated promptly following the determination of the
pre-EQRx
special meeting VWAP, which will be known following
the closing of the Nasdaq Select market on the sixth business day prior to the scheduled EQRx special meeting date as set forth in the notice of meeting included in the definitive form of this joint proxy statement/prospectus. EQRx and Revolution
Medicines will publicly disclose the exchange ratio pursuant to a press release and/or the filing of Current Reports on Form
8-K
with the SEC. See the section titled
Where You Can Find More
Information
of this joint proxy statement/prospectus.
The market price of Revolution Medicines common stock has fluctuated
since the date of the announcement of the merger agreement and may continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the special meetings, the date the mergers are completed and thereafter. The market price
of Revolution Medicines common stock, when received by EQRx equityholders after the mergers are completed, could be greater than, less than or the same as the market price of Revolution Medicines common stock on the date of this joint proxy
statement/prospectus or at the time of the special meetings.
Accordingly, you should obtain current market quotations for Revolution
Medicines common stock and EQRx common stock before deciding how to vote with respect to any of the proposals described in this joint proxy statement/prospectus. Revolution Medicines common stock is traded on the Nasdaq Select under the symbol
RVMD and EQRx common stock is traded on the Nasdaq Global under the symbol EQRX.
Treatment of EQRx Equity Awards, EQRx
Warrants and the EQRx
Earn-Out
(Page 132)
EQRx Equity Awards
The vesting and exercisability of each EQRx option and the vesting of each share of EQRx restricted stock will be accelerated in full as of
immediately prior to the effective time. Prior to the effective time, each holder of EQRx options will be provided the opportunity to exercise the holders EQRx options, whether or not vested, for a period determined by the EQRx board of
directors that ends on or prior to the tenth business day prior to the scheduled EQRx special meeting date, provided that the exercise of any unvested EQRx option that will vest as described in this paragraph will be conditioned on the occurrence of
the effective time. EQRx must take all
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actions necessary to prohibit exercise of EQRx options after the tenth business day prior to the EQRx special meeting date.
At the effective time:
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The
amount of any required withholding (as described further in
The Merger Agreement
Withholding Rights
) with respect to
in-the-money
EQRx
options, EQRx RSUs and shares of EQRx restricted stock that are converted into shares of Revolution Medicines common stock at the effective time will be satisfied by selling shares of Revolution Medicines common stock and remitting the proceeds to
the proper taxing authorities through Revolution Medicines.
Treatment of EQRx Warrants
At the effective time, each EQRx warrant, will, in accordance with its terms, automatically cease to represent a warrant exercisable for EQRx
common stock and will become a warrant exercisable for the merger consideration that the holder of such EQRx warrant would have received if such EQRx warrant had been exercised immediately prior to the effective time. For the avoidance of doubt, no
holder of an EQRx warrant will be entitled to receive any merger consideration in exchange for such EQRx warrant.
Treatment of EQRx
Earn-Out
Each share of EQRx common stock that is issued and outstanding immediately prior to the
effective time and held in escrow subject to the EQRx
earn-out
will be converted in the same manner as all other shares of EQRx common stock under the merger agreement.
Prior to signing the merger agreement, EQRx delivered signed waiver and release agreements from Legacy EQRx stockholders holding rights with
respect to at least a majority of the shares subject to the EQRx
earn-out,
pursuant to which such holders have waived (effective immediately prior to the effective time) their respective rights to receive the
applicable shares subject to the EQRx
earn-out
and any other right with respect to the EQRx
earn-out.
EQRx may obtain additional waiver and release agreements prior to
the EQRx special meeting.
The EQRx
earn-out
is discussed further in the section titled
The Merger AgreementMerger Consideration
and
The Merger AgreementEQRx
Earn-Out
of this joint proxy statement/prospectus.
Revolution Medicines Recommendation and Reasons for the Mergers (Page 92)
The Revolution Medicines board of directors recommends that Revolution Medicines stockholders vote
FOR
the Revolution
Medicines share issuance proposal and
FOR
the Revolution Medicines adjournment
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proposal. In its determinations and in reaching its recommendations, the Revolution Medicines board of directors consulted with Revolution Medicines senior management and its outside legal
and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following factors (not necessarily presented in order of relative importance) that weighed in favor of the
mergers:
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For a more complete description of the factors considered by the Revolution Medicines board of directors in reaching this decision, including potentially
negative factors against which these advantages and opportunities were weighed, and additional information on the recommendation of the Revolution Medicines board of directors, see the section titled The MergersRecommendation of the
Revolution Medicines Board of Directors; Revolution Medicines Reasons for the Mergers of this joint proxy statement/prospectus.
EQRxs Recommendation and Reasons for the Mergers (Page 96)
The EQRx board of directors recommends that EQRx stockholders vote
FOR
the EQRx merger agreement proposal,
FOR
the EQRx compensation proposal, and
FOR
the EQRx adjournment proposal. In its determinations and in reaching its recommendations, the EQRx board of directors received the recommendation of the transaction
committee of the EQRx board of directors, referred to as the EQRx transaction committee, consulted with EQRx senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information.
For a description of the factors considered by the EQRx board of directors in reaching this decision, including potentially negative factors against
which the anticipated advantages and opportunities of the mergers were weighed, and additional information on the recommendation of the EQRx board of directors, see the section titled The MergersRecommendation of the EQRx Board of
Directors; EQRxs Reasons for the Mergers of this joint proxy statement/prospectus.
Opinion of MTS, EQRxs Financial Advisor (Page
108 and
Annex B
)
EQRx retained MTS Health Partners, L.P., referred to as MTS, as its financial advisor in connection with the
mergers (including the delivery of the MTS opinion, defined below). On July 31, 2023, MTS Securities, LLC, an affiliate of MTS, referred to as MTS Securities, rendered its oral opinion to the EQRx board of directors (which was subsequently
confirmed by delivery of a written opinion dated July 31, 2023) that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and
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qualifications and limitations set forth in such written opinion, the exchange ratio to be received by the EQRx stockholders (other than Revolution Medicines or any of its affiliates or any
holders of excluded shares) pursuant to the mergers was fair, from a financial point of view, to such holders.
The full text of the
written opinion of MTS Securities, which is referred to as the MTS opinion, sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by MTS Securities in connection with its
opinion. The MTS opinion is attached as
Annex B
to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the MTS opinion set forth in this joint proxy statement/prospectus is qualified in its entirety
by reference to the full text of the MTS opinion. We urge you to read carefully the MTS opinion, together with the summary thereof in this joint proxy statement/prospectus, in its entirety.
MTS Securities provided its opinion for the information and assistance of the EQRx board of directors in connection with its consideration
of the exchange ratio. The MTS opinion addressed solely the fairness, from a financial point of view, of the exchange ratio to be received by the holders of shares of EQRx common stock (other than Revolution Medicines or any of its affiliates or any
holders of excluded shares) pursuant to the mergers and does not address any other aspect or implication of the mergers. The MTS opinion was not a recommendation to the EQRx board of directors as to how to vote in connection with the merger
agreement and is not a recommendation to any EQRx stockholder to take any action in connection with the mergers or any other matter.
Interests of
Revolution Medicines Directors and Executive Officers in the Mergers (Page 117)
In considering the recommendations of the
Revolution Medicines board of directors, Revolution Medicines stockholders should be aware that a member of the Revolution Medicines board of directors, Alexis Borisy, is Executive Chairman of the EQRx board of directors and a
co-founder
of EQRx. Given Mr. Borisys role at EQRx and his ownership of securities of EQRx, Mr. Borisy has interests in the mergers, including financial interests that may be different from, or
in addition to, the interests of other Revolution Medicines stockholders generally. See also the sections titled
The MergersInterests of EQRxs Directors and Executive Officers in the Mergers
and
Certain
Beneficial Owners of EQRx Common Stock
for more information regarding Mr. Borisys interests in the mergers and ownership in EQRx. Mr. Borisy recused himself from all meetings (or portions thereof) of the Revolution
Medicines board of directors and committees thereof in which the transactions contemplated by the merger agreement were discussed. Further, the Revolution Medicines board of directors was aware of and considered Mr. Borisys interests in
the mergers and ownership in EQRx, among other matters, in reaching its determination that the transactions contemplated by the merger agreement, including the mergers, were fair to and in the best interests of Revolution Medicines and its
stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby, and recommending that Revolution Medicines stockholders approve of the issuance of shares of Revolution Medicines common stock pursuant
to the mergers.
Interests of EQRxs Directors and Executive Officers in the Mergers (Page 118)
In considering the recommendations of the EQRx board of directors, EQRx stockholders should be aware that EQRx directors and executive officers
have interests in the mergers, including financial interests that may be different from, or in addition to, the interests of other EQRx stockholders generally. The EQRx board of directors was aware of and considered such interests, among other
matters, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement.
These
interests include, among others:
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For more information, see the sections titled
The Mergers
Interests of EQRxs Directors
and Executive Officers in the Mergers
and
The MergersBackground of the Mergers
of this joint proxy statement/prospectus.
Regulatory Approvals (Page 127)
Each
party to the merger agreement has agreed to use reasonable best efforts to file, as soon as practicable after the date of the merger agreement, all notices, reports and other documents required to be filed by such party with any governmental
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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