Symetryx Corp. announced a non-binding proposal to acquire Check-Cap for $4.35 per share

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Jul 18, 2023, 12:19 ET

TORONTO, July 18, 2023 /PRNewswire/ - Today, Symetryx Corporation ("Symetryx") announced a non-binding proposal to acquire Check-Cap LTD (NASDAQ: CHEK) ("Check") for $4.35 per share in cash.

Although Symetryx owns less then 5% of CHEK, we believe that Symetryx is the largest shareholder of Check, as of the date of this letter. Based on the quarterly report for the quarter ended March 31, 2023, the company had cash and cash equivalents of $37.4 million. That equates to approximately $6.39 per share in cash based on a fully diluted share count of 5,847,838, yet the closing price on July 17, 2023 was $3.00, or a market cap of approximately $17.54 million. Given that there are minimal business operations, we believe this significant discount to cash per share is surprising. With management and insiders owning less than 0.25% of the Check shares, we believe management is not aligned with the best interests of Check shareholders.

Symetryx non-binding proposal is contingent upon a number of conditions. These include, among others, immediate engagement by the Check Board of Directors (the "Check Board"), completion of satisfactory due diligence, obtaining satisfactory financing arrangements, entering a satisfactory purchase and sale agreement, filing and completion of all regulatory matters related to our non-binding proposal and approval of Check shareholders. Symetryx may require additional conditions to complete our non-binding proposal that we will determine in our sole discretion.

We urge the Check Board to enter a non-disclosure agreement with Symetryx and allow us to commence due diligence as soon as possible. We may withdraw our non-binding proposal at any time without notice.

We believe that our non-binding proposal might create substantial value for the shareholders of Check.

SPECIAL NOTE REGARDING THIS LETTER:

THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF CHECK CAP LTD AND CERTAIN ACTIONS THAT THE BOARD OF DIRECTORS OF CHECK MIGHT TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF CHECK MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.

THIS LETTER ALSO REFERENCES THE SIZE OF SYMETRYX'S CURRENT HOLDINGS OF CHECK SHARES. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING CHECK WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW). WE MAY SELL SOME OR OF ALL OF OUR CHECK SHARES AT ANY TIME WITHOUT NOTICE.

FORWARD-LOOKING STATEMENTS:

Certain statements contained in this letter are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "might, "expect," "anticipate," "intend," "plan," "estimate," "should," "could," "may," "will," "objective," "projection," "forecast," "continue," "strategy," "position" or the negative of those terms or other variations of them or by any comparable terminology.

Important factors that could cause actual results to differ materially from the expectations set forth in this letter include, among other things, the factors identified in the public filings of Check and other information generally available in the market. Such forward-looking statements should therefore be construed considering such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Symetryx Corp