Item 8.01 Other Events
The
information included under Item 7.01 above is incorporated herein by reference.
Additional Information
In connection with the proposed transactions, TopCo intends to file a Registration Statement on
Form F-4, which will include a preliminary prospectus of TopCo and preliminary proxy statement of ARYA. ARYA will mail a definitive proxy statement/prospectus and other relevant documents to its
shareholders. Investors and security holders of ARYA are advised to read, when available, the proxy statement/prospectus in connection with ARYAs solicitation of proxies for its extraordinary general meeting of shareholders
to be held to approve the proposed transaction (and related matters) because the proxy statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction. The definitive
proxy statement/prospectus will be mailed to shareholders of ARYA as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without
charge, once available, on the SEC website at www.sec.gov or by directing a request to: ARYA Sciences Acquisition Corp., 51 Astor Place, 10th Floor, New York, NY 10003.
Participants in the Solicitation
ARYA, Immatics, TopCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of ARYAs shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and
interests in the Business Combination of ARYAs directors and officers in ARYAs filings with the SEC, including ARYAs Annual Report on Form 10-K for the
year ended December 31, 2019, which was filed with the SEC on March 6, 2020, and such information and names of Immatics directors and executive officers will also be in the Registration Statement on
Form F-4 to be filed with the SEC by TopCo, which will include the proxy statement of ARYA for the Business Combination.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as believe, may, will, estimate,
continue, anticipate, intend, expect, should, would, plan, predict,
potential, seem, seek, future, outlook and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of the combined company following the