Filed by EQRx, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934
Subject Company: EQRx, Inc.
Commission File No.: 001-40312
Date: August 1, 2023
This filing relates to
the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (Revolution Medicines), and EQRx, Inc., a Delaware corporation (EQRx), pursuant to the terms of that certain Agreement and Plan of Merger,
dated as of July 31, 2023 (the Merger Agreement), by and among Revolution Medicines, EQRx, Equinox Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Revolution Medicines (Merger Sub I), and
Equinox Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Revolution Medicines (Merger Sub II and, together with Merger Sub I, the Merger Subs and each a Merger Sub).
On August 1, 2023, EQRx published the following communication:
Dear [Investor]
Hope you are doing well. I wanted to be sure
you saw our announcement this morning that EQRx will be acquired by Revolution Medicines. You can find the press release here and a corresponding FAQ here.
Let us know when would work best to schedule a call to connect and please do not hesitate to reach out with any questions you may have.
Melanie Nallicheri
President & Chief Executive
Officer
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of federal securities laws, including the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Revolution Medicines and EQRx in light of historical results and trends, current conditions and
potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that
such plans, estimates and expectations will be achieved. Words such as anticipate, expect, project, intend, believe, may, will, should, plan,
could, continue, target, contemplate, estimate, forecast, guidance, predict, possible, potential, pursue,
likely, and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including express or implied
statements regarding the proposed transaction; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Revolution Medicines contemplated by the Merger Agreement; the expected filing by Revolution
Medicines of a registration statement and Joint Proxy Statement/Prospectus to be included therein; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that
could cause actual results to differ materially from Revolution Medicines and EQRxs plans, estimates or expectations described in such forward-looking statements could include, but are not limited to: (i) the risk that the proposed
transaction may not be completed in a timely manner or at all, which may adversely affect Revolution Medicines