SYMETRYX CORP INCREASES NON-BINDING OFFER TO ACQUIRE CHECK-CAP TO $4.60 PER SHARE

News provided by

Jul 25, 2023, 10:22 ET

TORONTO, ON, July 25, 2023 /PRNewswire/ - Today, Symetryx Corporation ("Symetryx") announced an increase in price per share for our non-binding proposal to acquire common shares of Check-Cap LTD (NASDAQ: CHEK) ("Check"). In our press release dated July 18, 2023 ("July 18 Press Release"), Symetryx announced a non-binding offer to purchase Check common shares at $4.35 per share in cash. Symetryx now revises our non-binding proposal to pay $4.60 per Check common share in cash.

Following the July 18 Press Release, Symetryx has continued buying common shares of Check in the market and has increased our position in Check common shares. To date, the Check Board of Directors (the "Check Board") has not responded to Symetryx's request to communicate with us and allow us to begin due diligence as outlined in the July 18 Press Release. Symetryx repeats our request to the Check Board to immediately engage in communications with the Symetryx Board of Directors and executive management. If the Check Board does not engage in communications with Symetryx regarding our non-binding offer, Symetryx may consider commencing a tender offer directly to Check shareholders in accordance with U.S. federal securities laws, rules, and regulations.

Symetryx non-binding proposal is contingent upon a number of conditions. These include, among others, immediate engagement by and with 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 the Symetryx non-binding proposal might create substantial value for Check shareholders.

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. SYMETRYX'S 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 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 Symetryx is under no obligation, and expressly disclaims 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