FS Development Corp. (FSDC) Shareholders Approve Gemini Deal

FS Development (NASDAQ:FSDC) showed in an 8-K filing that its shareholders approved its combination with biotech firm Gemini Therapeutics, when at a special meeting earlier today only 100 shares redeemed.

This low redemption number is not too much of a surprise as the company opened at $13.06 ahead of the vote, and its share price has never dipped below its pro rata trust value. The filing did not include a timeline for the transaction’s close, but it should not be far off. GMNI is anticipated to be the new symbol for the share.

FS Development initially announced its $265.6 million deal with Gemini on October 15. Gemini is a clinical stage precision medicine company developing treatments for age-related macular degeneration (AMD) by developing drugging strategies that are matched to specific genetic mutations.

All measures on the special meeting’s ballot passed by wide margins with about 75.8% of shares participating. About 19% of shares voted against certain governance measures giving additional powers to the Board, however. For a full list of proposals and vote tallies, click HERE.

ADVISORS

• Jefferies LLC and SVB Leerink acted as co-lead private placement agents for FS Development Corp.
• Jefferies LLC also acted as lead financial and capital markets advisor to FS Development Corp.
• Goldman Sachs & Co. LLC acted as lead financial advisor to Gemini in the transaction.
• Stifel acted as additional capital markets advisor to Gemini.
• Goodwin Procter LLP acted as legal counsel to Gemini.
• White & Case LLP acted as legal counsel to FS Development Corp.