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Mereo BioPharma Reaches Cooperation Agreement with Rubric Capital ManagementMereo to Appoint Four New Directors to its Board of Directors Rubric has Withdrawn its General Meeting Requisition Notice and Related Proposals; Agrees to Standstill Provision Through Mereo’s 2024 Annual General Meeting of Shareholders LONDON, Oct. 28, 2022 (GLOBE NEWSWIRE) -- Mereo BioPharma Group plc (NASDAQ: MREO), (“Mereo” or the “Company”), a clinical-stage biopharmaceutical company focused on rare diseases and oncology, today announced it has entered into a cooperation agreement (the “Agreement”) with Rubric Capital Management LP (“Rubric”), its largest shareholder. Pursuant to the Agreement, four new directors – Dr. Annalisa Jenkins, Dr. Daniel Shames, Mr. Marc Yoskowitz and Mr. Justin Roberts – will be appointed to the Company’s Board of Directors as soon as practicable. Concurrent with these appointments taking effect, directors Dr. Peter Fellner, Dr. Brian Schwartz, Dr. Abdul Mullick and Ms. Anne Hyland will resign from the Board. Rubric has withdrawn its notice dated October 3, 2022 (the “Requisition Notice”) which required Mereo to call a General Meeting of its shareholders (the “General Meeting”). “We have appreciated Rubric’s perspectives over the last several months and are pleased to have reached this Agreement,” said Michael Wyzga, Chair of Mereo’s Board of Directors. “We look forward to working together constructively with our new colleagues to create value for all Mereo shareholders. I also want to thank our outgoing directors, each of whom has been instrumental in getting Mereo to where it is today, for their commitment and contributions to the Company.” “Rubric invested in Mereo because we believe in the Company’s mission and the inherent potential of its promising programs. Our Agreement reflects our confidence in that potential and our shared goal to maximize impact and value for all shareholders,” said David Rosen, Founder and Partner of Rubric Capital Management. “We are pleased to have reached a constructive resolution and look forward to working diligently with management and the full Board as Mereo continues its important work.” “Now that we have reached this Agreement with Rubric, we will focus our attention executing on our revised operating plan and optimizing the value of the Company’s assets,” said Denise Scots-Knight, Chief Executive Officer of Mereo. “We look forward to working with the Board as we guide our rare disease programs, setrusumab and alvelestat, through important milestones over the coming year.” In light of the Agreement with Rubric and the withdrawal of the Requisition Notice, the chair of the General Meeting, which is scheduled to be held on November 18, 2022, intends to present a motion withdrawing the Resolutions. It is not intended that the resolutions proposed by Rubric in the withdrawn Requisition Notice will be put to a vote. Shareholders are encouraged not to attend, submit voting instructions or proxies for, or take any other action in relation to the General Meeting. About Mereo BioPharma Forward-Looking Statements All of the Company’s forward-looking statements involve known and unknown risks and uncertainties some of which are significant or beyond its control and assumptions that could cause actual results to differ materially from the Company’s historical experience and its present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the “Risk Factors” section of its latest Annual Report on Form 20-F, reports on Form 6-K and other documents furnished or filed from time to time by the Company with the Securities and Exchange Commission. The Company wishes to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
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