HDL Therapeutics to Go Public in Merger with Swiftmerge Acquisition Corp.
Wednesday, August 16, 2023
HDL Therapeutics, Inc. (“HDL Therapeutics”), a privately held commercial stage biotech company with an FDA-approved cardiovascular therapy the Plasma Delipidation System (PDS-2™ System) for reducing coronary atheroma in patients with homozygous familial hypercholesterolemia (HoFH), has signed a definitive merger agreement with Swiftmerge Acquisition Corp. (NASDAQ: IVCP) (“Swiftmerge”), a special purpose acquisition company with a disruptive consumer healthcare focused team. Under the terms of the merger agreement, a wholly-owned subsidiary of Swiftmerge will merge with and into HDL Therapeutics after which HDL Therapeutics will be a wholly owned subsidiary of Swiftmerge, and the holders of the outstanding HDL Therapeutics preferred stock and common stock will receive a combination of cash and equity in Swiftmerge having a total value of $400 million (subject to adjustments). The business combination between HDL Therapeutics and Swiftmerge (the “Transaction”) values the combined company at approximately $480 million.
Upon closing of the Transaction, Swiftmerge will change its name to HDL Therapeutics, Inc. and Michael Matin will be Chairman of the Board and Chief Executive Officer of the combined company. It is anticipated that HDL Therapeutics will trade on the NASDAQ with the ticker symbol “HDLT”. The Transaction is expected to close in the fourth quarter 2023, with Swiftmerge to domesticate from the Cayman Islands to a Delaware corporation prior to the closing.
Company Overview
HDL Therapeutics aims to be a leader in treating high-risk plaques in coronary arteries of patients with heart disease. These plaques are prone to rupture and put patients at high-risk for serious cardiac events. The patented technology platform developed by HDL Therapeutics can significantly regress these high-risk plaques in adult patients with HoFH in an effort to fill a critical treatment gap in combating coronary atherosclerosis.
HDL Therapeutics’s technology platform powers the pioneering PDS-2™ System, a therapeutic device that uses a patient’s own plasma to harness the body’s own biology to treat coronary atherosclerosis. The PDS-2™ System’s novel approach may be used in combination with other lipid-lowering therapies.
HDL Therapeutics believes the proceeds from the Transaction, along with public capital market access from being a public company, will enable the company to commercialize its treatment for patients with HoFH. In addition, HDL Therapeutics intends to expand its therapeutic platform to target atherosclerotic plaques in other conditions, with the goal of treating large patient populations with a biologic formulation.
“We are thrilled to partner with Swiftmerge and hope to bring our groundbreaking treatment to appropriate patients around the world,” said Michael Matin, Chairman and CEO of HDL Therapeutics. “Our treatment has the potential to benefit countless lives with the hope of one day eradicating coronary atherosclerosis as we know it.”
Dr. Leonard Makowka, Board Member of Swiftmerge and former Chairman of Surgery at Cedars Sinea, said, “The cardiovascular disease treatment business is a massive industry, estimated to be worth over $300 billion. It encompasses pharmaceuticals, medical devices, diagnostic tests, and healthcare services. A treatment specifically targeting high-risk plaques can potentially disrupt this industry by challenging the current standard of care in preventing heart attacks.”
Transaction Overview
The Transaction implies an enterprise value of the combined company of approximately $480 million. The combined company expects to receive approximately $104 million in gross proceeds, including $24 million of cash held in Swiftmerge’s trust account (assuming no redemptions in connection with the Transaction) and approximately $80 million in new PIPE financing that Swiftmerge is seeking to raise.
The boards of directors of both Swiftmerge and HDL Therapeutics have approved the Transaction. The Transaction is expected to close in the fourth quarter of 2023, subject to approvals by Swiftmerge’s shareholders and HDL Therapeutics’ stockholders, the expiration of the HSR Act waiting period, Swiftmerge having minimum cash available at closing of $30 million after payment of expenses, and other customary closing conditions. The existing HDL Therapeutics stockholders have agreed not to sell Swiftmerge stock received by them pursuant to a six-month lock up after closing of the Transaction. Swiftmerge’s sponsor has also agreed not to sell its founder equity for six months after the closing.
A more detailed description of the Transaction terms and a copy of the definitive agreement in respect of the Transaction will be included in a current report on Form 8-K to be filed by Swiftmerge with the United States Securities and Exchange Commission (“SEC”) and will be available at the SEC’s website, www.sec.gov.
Advisors. Mayer Brown LLP is serving as legal advisor to HDL Therapeutics, and Loeb & Loeb LLP is serving as legal advisor to Swiftmerge.
About HDL Therapeutics
HDL Therapeutics is a biotech innovator, focused on developing first-in-class treatments for intractable cardiovascular and neurovascular diseases using the company’s proprietary technology platform.
About Swiftmerge
Swiftmerge Acquisition Corp.(NASDAQ: IVCP) is a blank-check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
No Offer or Solicitation
This press release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Swiftmerge, HDL Therapeutics or any of their respective affiliates.
