Zura Bio’s Business Combination with JATT Acquisition Corp.

McDermott Will & Emery and Ogier represented Zura Bio. Loeb & Loeb and Simmons & Simmons represented JATT and Maples and Calder (Cayman) acted as Cayman Islands legal counsel to JATT. Paul Hastings acted as legal counsel to Raymond James.

Zura Bio Limited, a clinical-stage biotechnology company focused on developing novel medicines for immune disorders, announced its definitive business combination with JATT Acquisition Corp (NYSE: JATT, JATT.U, JATT.WS), a publicly traded special purpose acquisition (SPAC) company. Upon closing of the transaction, the combined company will be renamed “Zura Bio Limited”, and the company’s ordinary shares and warrants are expected to be listed on the NYSE under the ticker symbol “ZURA.”
The transaction was announced on June 17, 2022 and is expected to be completed in the fourth quarter of 2022.

Proceeds from the transaction are expected to provide Zura Bio with the capital needed to accelerate the development of ZB-168, a fully-human, clinical-stage antibody targeting IL7R?. ZB-168 is the only anti-IL7R? antibody to have reported data in patients with an autoimmune disease. In a 37-patient phase 1b trial in type1 diabetes mellitus, ZB-168 has demonstrated a favorable safety profile as well as the ability to modulate key T-cell subpopulations.

The business combination implies a pro forma enterprise value of the combined company of approximately $215 million. The combined company is expected to receive gross cash proceeds of up to $189 million, comprising the $139 million held in JATT’s trust account (assuming no redemptions by public shareholders of JATT) and a concurrent, fully committed $50 million from a forward purchase agreement and PIPE financing of ordinary shares issued at $10.00 per share. If public shareholder redemptions exceed 90%, a further amount of $15 million will be payable under the forward purchase agreement, so that the minimum gross cash proceeds will be at least $65 million. The combined company will bear deferred underwriting commissions and transaction expenses out of the gross proceeds.

JATT Acquisition Corp. is led by Chairman and CEO Someit Sidhu. JATT raised $139 million in July 2021. JATT is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Zura Bio is a clinical-stage biotechnology company advancing ZB-168 in alopecia areata and other inflammatory diseases. ZB-168 is an anti-IL7R? inhibitor that has the potential to impact diseases driven by IL7 and TSLP biological pathways. Zura Bio aims to develop a portfolio of therapeutic indications for ZB-168, and is focused on demonstrating its efficacy, safety, dosing convenience and mechanism of action, initially in alopecia areata.

Raymond James & Associates, Inc. and its affiliates (together, “Raymond James”) acted as the lead PIPE placement agent and as financial advisor to JATT in the transaction.

The McDermott cross-borders team was led by Ari Edelman (Picture), Gary Howes and Siddhartha Sivaramakrishnan and included Phillip Corser, Steven Hadjilogiou, Eric Klee, Beth Kuhn, Daniel McGuire, James Ross, Brian Tratner and Andrew Liazos.

Involved fees earner: Phillip Corser – McDermott Will & Emery; Ari Edelman – McDermott Will & Emery; Steven Hadjilogiou – McDermott Will & Emery; Gary Howes – McDermott Will & Emery; Eric Klee – McDermott Will & Emery; Beth Kuhn – McDermott Will & Emery; Andrew Liazos – McDermott Will & Emery; Daniel McGuire – McDermott Will & Emery; James Ross – McDermott Will & Emery; Siddhartha Sivaramakrishnan – McDermott Will & Emery; Brian Tratner – McDermott Will & Emery;

Law Firms: McDermott Will & Emery;

Clients: Zura Bio Limited;