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United States securities and exchange commission logo
June 1, 2020
Thomas Ulmer
Chief Financial Officer
Immatics B.V.
2130 West Holcombe Boulevard, Suite 900
Houston, Texas 77030
Re: Immatics B.V.
Amendment No. 1 to
Registration Statement on Form F-4
Filed May 22, 2020
File No. 333-237702
Dear Mr. Ulmer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
13, 2020 letter.
Registration Statement on Form F-4
Summary, page 19
1. We note your response
to our prior comment 4. Please further revise your disclosures to
discuss what specific
phase your clinical stage product candidates are in.
The Business Combination, page 21
2. We note your response
to our prior comment 9 and reissue it. Please further revise your
disclosure to discuss
with specificity what factors the parties evaluated when negotiating
the ownership
percentages. For example, discuss items such Immatics' valuation, specific
financing concerns, and
projected business operations. You may provide a cross-
reference to this
information. Please also expand your Background of the Combination as
Thomas Ulmer
Immatics B.V.
June 1, 2020
Page 2
necessary.
ARYA Board's Reasons for Approval of the Business Combination, page 27
3. We note your response to our prior comment 11 and that the ARYA board
undertook a
limited review. Please include a risk factor that discusses this
limited review and the
potential consequences.
Material Tax Consequences, page 33
4. We note your response to our prior comment 12. We also note that you
state in your
registration statement that you intend for the transaction to qualify
as a "tax-deferred"
reorganization under Section 368(a) of the U.S. Tax Code. We also note
the multi-
national and complex nature of the considerations. As a result, we
reissue our comment in
part. Please file a tax opinion on the consequences of the merger. If
you do not believe
that a tax opinion is necessary, please provide us with an analysis
that specifically
references the factors discussed in both bullet points in Section
III.A.2 of Staff Legal
Bulletin 19.
Figure 1. Immatics' proprietary pipeline and milestones., page 209
5. We note your response to our prior comment 19 and to page 209. We also
note that you
combine phases 1 and 2 and phases 2 and 3. Please further revise your
chart to include
separate columns for each of phase 1, 2, and 3.
Management of TopCo After the Business Combination, page 319
6. We note your response to our prior comment 1 and your revisions to
pages 5 and 319-
321. Please further revise your disclosures to discuss the specific
duties and powers of
each tier of management. In your disclosure, discuss the practical
significance of the
TopCo Supervisory Board's supervisory powers. For example, discuss
whether the
TopCo Supervisory Board has any responsibility or ability to override
decisions of the
TopCo Management Board.
You may contact Li Xiao at (202) 551-4391 or Al Pavot at (202) 551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any
other
questions.
FirstName LastNameThomas Ulmer Sincerely,
Comapany NameImmatics B.V.
Division of
Corporation Finance
June 1, 2020 Page 2 Office of Life
Sciences
FirstName LastName