Structure Therapeutics to be Acquired for $2.8 Billion

TL;DR

DE Shaw buying Structure Therapeutics for $2.8B, deal expected Q4 2024.

AI Summary

Structure Therapeutics Inc. announced on June 25, 2024, that it has entered into a definitive agreement to be acquired by D.E. Shaw & Co., L.P. for $2.8 billion. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by D.E. Shaw & Co. represents a significant financial event for Structure Therapeutics, potentially leading to delisting and changes in its operational structure.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there is always a risk that such deals may not be completed.

Key Numbers

• $2.8B — Acquisition Value (Total amount D.E. Shaw & Co. is paying for Structure Therapeutics.)

Key Players & Entities

• Structure Therapeutics Inc. (company) — Acquired company
• D.E. Shaw & Co., L.P. (company) — Acquiring company
• $2.8 billion (dollar_amount) — Acquisition price
• June 25, 2024 (date) — Date of agreement
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — enting three ordinary shares, par value $0.0001 per ordinary share GPCR Nasdaq Glob

Filing Documents

• tm2418268d1_8k.htm (8-K) — 36KB
• 0001104659-24-075724.txt ( ) — 258KB
• gpcr-20240625.xsd (EX-101.SCH) — 4KB
• gpcr-20240625_def.xml (EX-101.DEF) — 27KB
• gpcr-20240625_lab.xml (EX-101.LAB) — 36KB
• gpcr-20240625_pre.xml (EX-101.PRE) — 25KB
• tm2418268d1_8k_htm.xml (XML) — 6KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 25, 2024, Structure Therapeutics Inc. (the "Company") held its 2024 Annual General Meeting of Shareholders (the "Annual General Meeting"). As of April 19, 2024, the record date for the Annual General Meeting, 139,856,287 ordinary shares were outstanding and entitled to vote at the Annual General Meeting. A summary of the matters voted upon by shareholders at the Annual General Meeting is set forth below. Proposal 1: Election of Director Sharon Tetlow was elected as a Class I Director, to serve until the Company's 2027 Annual General Meeting of Shareholders and until her successor is duly elected and qualified. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 117,225,817 12,607,569 111,111 -0- Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company's shareholders ratified the appointment by the Audit Committee (the "Audit Committee") of the Company's Board of Directors (the "Board") of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 129,906,202 32,139 6,156 -0-

01 Other Events

Item 8.01 Other Events. On June 25, 2024, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ted W. Love, M.D. to the Audit Committee. The Board has determined that Dr. Love meets the requirements for independence and financial literacy of audit committee members under the applicable listing standards of the Nasdaq Stock Market LLC and under the Securities Exchange Act of 1934, as amended. Following Dr. Love's appointment to the Audit Committee, the current members of the Audit Committee are Sharon Tetlow, Eric Dobmeier and Dr. Love.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Structure Therapeutics Inc. Date: June 27, 2024 By: /s/ Raymond Stevens Raymond Stevens, Ph.D. Chief Executive Officer

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View this 8-K filing on SEC EDGAR