Good morning, and welcome to Jounce and Redx's recommended all share merger conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session and instructions will follow at that time. Speaking on today's call will be Redx's Chief Executive Officer, Lisa Anson, and Jounce's Chief Executive Officer and President, Dr. Richard Murray. Please note that the usual disclaimers apply to this webcast. Today's discussion will include statements about future expectations, plans, and prospects that constitute forward-looking statements for the purposes of the Safe Harbor Provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including the risk factors discussed in Jounce's SEC filing. You are advised to read, when available, Jounce's filings with the SEC, including a registration statement that will contain a proxy statement to be used in connection with the solicitation of proxies for the special meeting of shareholders to approve the transaction because these documents will contain important information about the transaction and the participants' interest in such transaction. In addition, any forward-looking statements represent management views only as of today, February twenty-third, 2023, and should not be relied upon as representing the company's views as of any subsequent date. While the company may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so even if their views change. The merger transaction announced earlier today is regulated by the UK Takeover Code. The UK Takeover Code governs what companies are able to disclose regarding the specifics of the transaction, as well as various aspects of Jounce's and Redx's underlying businesses. In respect of the question and answer portion of today's call, please note that there are limitations placed on responses by the UK Takeover Code, and as such, there will likely be some questions the companies are not in a position to answer at this time. As a reminder, this conference call is being recorded. Please note that in addition to the press release issued this morning, the slides and audio from this webcast will also be posted on both companies' websites. I would now like to turn the call over to your joint hosts, Lisa Anson, Redx's Chief Executive Officer, and Rich Murray, Chief Executive Officer and President of Jounce. Please go ahead. Thank you, Julie. I'm delighted to be joined today by Lisa Anson, CEO of Redx and CEO-elect of the combined entity post-completion. This morning, Redx and Jounce issued a joint press release outlining a proposed business combination between us, which has been unanimously recommended by the boards of both of our companies. Additionally, last night, Jounce issued a press release announcing a reduction to our workforce and the reasons leading us to that decision, which we will also touch on during the call. We'd like to start by discussing this morning's announcement about the business combination, including the terms outlined in the press release, which is available on both companies' websites. Many of you know Lisa, as she is a well-respected biopharma executive with extensive experience, having spent over 20 years with AstraZeneca, including many years working in the U.S. and as President of AstraZeneca UK. For the past several years, she's been the CEO of Redx. Under her guidance, Redx has increased over nine-fold in value over the last three years and has rapidly progressed two wholly-owned molecules into Phase II, used its robust discovery engine to continue to fuel the pipeline and signed important partnerships with Jazz Pharmaceuticals and AstraZeneca. I'd like to now turn the call over to Lisa so she can outline the highlights from today's announcement. Thank you, Rich, and good morning to those of you in the U.S. and good afternoon to those of you in Europe. As Rich said, together, we will be discussing the news announced earlier today that the board of directors of both Jounce and Redx have recommended to merge the two businesses to create a combined group that will be called Redx and whose shares will be traded exclusively on Nasdaq. I would like to start by outlining the strengths of both Redx and Jounce and why the combination of the two businesses has a strong strategic rationale. For those of you who don't know us, Redx is a clinical-stage biotechnology company focused on discovering and developing novel small molecule-targeted therapeutics for the treatment of cancer and fibrotic disease. As many of you I'm sure already know, Jounce is a clinical-stage immunotherapy company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers. As such, the combination of Redx and Jounce will create a transatlantic organization focused on both cancer and fibrotic disease, one that will leverage the proven expertise in both small molecules and biologics, and which has the clinical pipeline with multiple value inflection points in the near and medium term. Both Redx and Jounce have brought multiple first-in-class or best-in-class small molecules and biologics into clinical development. We believe that this provides a strong foundation for the combined group, which, in addition to a robust pipeline of clinical candidates, will also have earlier-stage assets with potential for the treatment of cancer and fibrotic disease, as well as extended capabilities for the identification of additional drug discovery targets. We believe there is a strong rationale for combining these proven capabilities and the financial resources of both companies. Firstly, the combined group's highest priority will be the development of RXC007, which is a next generation selective ROCK2 inhibitor. It's currently being assessed in Phase IIA study in idiopathic pulmonary fibrosis, with top-line data expected in the first quarter of 2024. ROCK2 inhibition is now a commercially validated target with potential in multiple disease areas following the recent FDA approval and launch of the first drug with this mechanism of action. In addition to the ongoing clinical development plan in IPF, at Redx Pharma we have generated supportive preclinical data that highlights the broad potential of next generation ROCK2 inhibitors across a number of fibrotic indications where there remains significant unmet need. This supports potential development opportunities in other interstitial lung diseases, as well as cancer-associated fibrosis. Secondly, the combined business will progress the clinical pipeline, including RXC004, which is a drug candidate being developed as a targeted treatment for Wnt ligand-dependent cancers and is also being progressed through Phase II trials. Furthermore, an additional preclinical candidate, RXC008, which is a first-in-class GI targeted ROCK inhibitor for fibrostenotic Crohn's disease, is expected to enter clinical development in the first half of 2024. Redx Pharma has a strong track record in small molecule drug discovery, and Jounce Therapeutics has specialized in antibody drug discovery. Redx's accomplishments to date are evidenced not only by our two wholly owned clinical-stage product candidates and the rapidly expanding pipeline as just outlined, but also by our strategic transactions. Many of you know Redx through our scientific credentials as the company who discovered pirtobrutinib, the non-covalent or reversible BTK inhibitor, which was sold to Loxo Oncology and now part of Eli Lilly, and which has recently been approved by U.S. FDA for adult patients with mantle cell lymphoma. Redx also has successful ongoing partnerships with Jazz Pharmaceuticals and AstraZeneca for clinical development programs in Phase I. Likewise, Jounce has previously signed validating strategic partnerships with Gilead and Celgene. By leveraging this scientific as well as the financial resources of both companies, we can create this transatlantic organization focused on building a robust pipeline of clinical candidates and earlier stage assets in the treatment of cancer and fibrotic disease. An organization that is financed through multiple value infection points in the near and medium term. Turning to the next slide, I'd like to just provide the financial rationale for the combined group and the key transaction terms. Named Redx, the company will be fully listed on Nasdaq. Having a U.S. listing gives us improved access to the greater pool of capital and larger number of specialist investors. This new combined business will have a strong financial foundation with $155 million from Jounce expected at close, which net of any tail and closing costs, result in at least $130 million of cash being available to the combined group. Combined with the Redx cash, provides a cash run rate into the second half of 2025. The proposal to combine Redx and Jounce is through an all-share transaction where Redx shareholders would be issued Jounce shares. Based on Redx's fully diluted market capitalization of GBP 244 million and Jounce's expected cash at the time of completion, the implied market value of the combined group is approximately $420 million. At the time of close of the transaction, Jounce's shareholders would own approximately 37% of the issued shares of the combined company, with Redx shareholders owning 63%. Let me now turn the call back to Rich, who will make a few comments and add his perspective on the transaction. Thank you, Lisa. We're pleased to be announcing this potential business combination with Redx. I believe this all-share merger is an exciting opportunity for both companies to create a stronger biotech enterprise by joining forces. I also believe that owning approximately 37% of a new combined company with a strong diversified pipeline, exciting Phase II assets, and a stronger research engine employing both small molecules and antibodies, is a very good outcome for Jounce shareholders. Although we believe data in both the SELECT and INNATE clinical trials is intriguing, to date, neither study has demonstrated clinical activity broadly sufficient to create the value necessary for Jounce to independently advance these programs to the next stage of development. Jounce's clinical programs, though, will not be pursued in-house beyond the currently ongoing studies. As we do believe that a company with additional resources and a longer value creation timeline could potentially advance these programs, and we've set up a contingent value right for these going forward. Turning to slide 8. The highlights of the CVR mechanism are as follows. Jounce's 3 clinical assets, Vopra, JTX-8064, and PIMI, as well as 2 pre-clinical programs, JTX-1484, a LILRB4 inhibitor, currently in IND-enabling studies, and our pre-clinical LILRB1 program, will be part of a dedicated business development effort during the 1-year period following closing the all-share merger transaction. Any proceeds received from this transaction on these programs, net of expenses, will be shared 80% to the Jounce shareholders with 20% retained by the new combined entity. We're also pleased that approximately 47 of our Jounce employees will join the combined entity post-closing. Although reducing our workforce was a difficult decision, we're incredibly proud of the work of the entire Jounce team and would like to thank our talented employees for their dedication and contributions. Our employees have been the heart and soul of our focus to positively impact the lives of cancer patients. I'd like to turn the call now back to Lisa. Thank you. As can be seen on slide 9, the combined entity will be headquartered and have most of its operations at Alderley Park in the U.K. After completion of the transaction, the approximately 47 Jounce employees primarily focused on antibody drug discovery, protein sciences, translational and clinical development activities who will join the combined group will continue to be based in Massachusetts in the U.S. Dr. Jane Griffiths, the current Non-Executive Chair of Redx, will also continue as Chair of the Board of the combined group. The board will include representatives from both Redx and Jounce, in line with the relative shareholding percentages in the combined group. The current Redx management team, including myself as CEO and Peter Collum as CFO, Dr. Richard Armer as CSO, and Dr. Jane Robertson as CMO, are very much looking forward to leading the combined group. On slide 10, you can see a summary of the next steps with the expectation that the transaction will complete in quarter two, 2023. As the transaction will be implemented pursuant to a scheme of arrangement, it will require the approval of certain Redx shareholders who are subject to the scheme. The transaction is conditional on sanction of the scheme of arrangement by a UK High Court approval, as well as the resolution of the Jounce shareholders for the issuance of the shares required for the transaction. In summary, I would like to reiterate that all of us at Redx and Jounce believe that this merger has the potential to create substantial shareholder value. It will create a company with proven expertise in both small molecules and biologics, focused on the discovery and development of highly selective novel drugs for cancer and fibrotic disease, with a clinical pipeline with multiple value inflection points in the near and medium term. This concludes our prepared remarks for today.
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