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Capstar Special Purpose Acquisition Corp. (NYSE:CPSR) (“Capstar”), a special purpose acquisition company, announced that the valuation of its previously announced transaction with Gelesis, Inc. (“Gelesis”), a biotherapeutics company advancing biomimetic superabsorbent hydrogels to treat excess weight and metabolic disorders, has been revised based on various considerations, including current market conditions.
The new transaction terms adjust the implied equity value of Gelesis from $900 million to $675 million. Capstar’s sponsor has also agreed to forfeit to Gelesis for cancellation 1,983,750 founders shares at closing, and Capstar will issue a corresponding number of additional shares to Gelesis equity holders on a pro rata basis as part of the transaction consideration.
As previously announced, the transaction will provide up to $366 million in gross proceeds to the combined company from a combination of a $90 million common stock PIPE financing at $10.00 per share along with $276 million of cash held in Capstar’s trust account (assuming no redemptions by Capstar’s public shareholders). Upon completion of the transaction, the combined company’s securities are expected to be traded on the New York Stock Exchange (NYSE) under the symbol “GLS.” The transaction is currently expected to close in the fourth quarter of 2021, subject to the satisfaction of certain closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and the approval of Capstar shareholders.
For a summary of the revised terms of the proposed transaction, including a copy of the amendment to the definitive agreement, please see the Current Report on Form 8-K filed on November 9, 2021 with the SEC by Capstar and available at www.sec.gov.
Posted In: CPSR
