On October 28, 2022 Mereo BioPharma Group plc (NASDAQ: MREO), ("Mereo" or the "Company"), a clinical-stage biopharmaceutical company focused on rare diseases and oncology, reported it has entered into a cooperation agreement (the "Agreement") with Rubric Capital Management LP ("Rubric"), its largest shareholder (Press release, Mereo BioPharma, OCT 28, 2022, View Source [SID1234622566]). 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.

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Rubric has withdrawn its notice dated October 3, 2022 (the "Requisition Notice") which required Mereo to call a General Meeting of its shareholders (the "General Meeting").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.