EX-99.1 7 d13601dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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PRELIMINARY PROXY CARD SUBJECT TO COMPLETION PANACEA ACQUISITION CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [ ], 2021 The undersigned hereby appoints Scott Perlen and Sarah Marriott, and each of them (with full power to act alone), proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes and instructs each to represent and vote, in the manner directed below, all the shares of common stock of Panacea Acquisition Corp. (“Panacea”) held of record by the undersigned at the close of business on December 29, 2020, at the special meeting of stockholders (the “Special Meeting”) to be held virtually on [ ], 2021 at [ ] a.m. Pacific Time, and at any adjournment or postponement thereof, with all the powers the undersigned would have if personally present. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/panaceaacquisitioncorp/2021 and inserting Control Number ______________. The undersigned acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for the Special Meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL PRESENTED TO STOCKHOLDERS. THE BOARD OF DIRECTORS OF PANACEA RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS PRESENTED TO STOCKHOLDERS. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on the reverse side) Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement are available at: https://www.cstproxy.com/panaceaacquisitioncorp/2021 SEE REVERSE SIDE


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THE BOARD OF DIRECTORS OF PANACEA RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 6. THE BUSINESS COMBINATION Please mark vote as PROPOSAL IS CONDITIONED UPON THE APPROVAL OF EACH OF THE OTHER PROPOSALS. indicated in this X example 1. The Business Combination Proposal — To consider FOR AGAINST ABSTAIN 3. The NYSE Proposal — To consider and vote upon a FOR AGAINST ABSTAIN and vote upon a proposal to approve the Agreement and proposal to approve, for purposes of complying with Plan of Merger, dated as of October 20, 2020, by and applicable listing rules of the New York Stock Exchange, among Panacea, Panacea Merger Subsidiary Corp., a (a) the issuance of approximately 91,673,000 shares of direct, wholly owned subsidiary of Panacea (“Merger New Nuvation Bio (“New Nuvation Bio” refers to Panacea Sub”) and Nuvation Bio Inc. (“Nuvation Bio”) (the “merger after consummation of the merger) Class A common stock agreement”), pursuant to which Merger Sub will merge and approximately 57,819,000 shares of New Nuvation Bio with and into Nuvation Bio, with Nuvation Bio surviving as Class B common stock (together with the reservation of a direct, wholly owned subsidiary of Panacea (the additional shares of New Nuvation Bio Class A common “merger”), and the merger and other transactions stock for issuance in respect of certain options issued in described in the merger agreement. exchange for New Nuvation Bio outstanding pre-merger Nuvation Bio options) in accordance with the terms of the 2. The Charter Proposals — To consider and vote upon merger agreement; (b) the issuance and sale of the following amendments to Panacea’s amended and 47,655,000 shares of New Nuvation Bio Class A common restated certificate of incorporation: FOR AGAINST ABSTAIN stock in the PIPE investment (as defined in the proxy 2a. To change Panacea’s name to “Nuvation Bio Inc.” statement/prospectus) to certain investors; (c) the 2b. To eliminate certain provisions related to the purpose issuance and sale of 2,500,000 forward purchase units, FOR AGAINST ABSTAIN consisting of 2,500,000 shares of New Nuvation Bio Class of special purpose acquisition corporations that will no longer be relevant following the closing of the merger. A common stock and warrants to purchase 833,333 shares of New Nuvation Bio Class A common stock to funds 2c. To increase the number of authorized shares of FOR AGAINST ABSTAIN affiliated with EcoR1 Capital, LLC, pursuant to that certain common stock. forward purchase agreement, dated as of June 30, 2020; FOR AGAINST ABSTAIN and (d) the issuance and sale of such additional shares of 2d. To change the rights and privileges of Class B common New Nuvation Bio Class A common stock as EcoR1 stock. Panacea Holdings, LLC and its affiliates may elect to 2e. To increase the number of authorized shares of “blank FOR AGAINST ABSTAIN purchase in order to satisfy the minimum cash closing condition as set forth in the merger agreement. check” preferred stock. 2f. To eliminate the ability of stockholders to act by written FOR AGAINST ABSTAIN 4. The Incentive Plan Proposal — To consider and vote FOR AGAINST ABSTAIN upon a proposal to approve and adopt the 2021 Equity consent. Incentive Plan (the “2021 Plan”), including the 2g. To eliminate the current limitations in place on the FOR AGAINST ABSTAIN authorization of the initial share reserve under the 2021 corporate opportunity doctrine. Plan. 2h. To (i) increase the required voting thresholds for FOR AGAINST ABSTAIN 5. The ESPP Proposal — To consider and vote upon a FOR AGAINST ABSTAIN approving certain amendments to the certificate of proposal to approve and adopt the Employee Stock incorporation and any amendments to the bylaws to 66 2/3% Purchase Plan (the “2021 ESPP”), including the and (ii) provide that any amendment to the certificate of authorization of the initial share reserve under the 2021 incorporation that adversely affects the Class B common ESPP. stock requires majority approval by its holders. 6. The Adjournment Proposal — To consider and vote FOR AGAINST ABSTAIN 2i To approve all other changes, including eliminating FOR AGAINST ABSTAIN upon a proposal to adjourn the Special Meeting to a later certain provisions related to special purpose acquisition date or dates, if necessary, to permit further solicitation corporations that will no longer be relevant following the and vote of proxies if, based upon the tabulated vote at the closing of the merger. time of the Special Meeting, there are not sufficient votes to approve the Business Combination. Date: , 2021 Stockholder’s Signature Stockholder’s Signature (if held jointly) Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED STOCKHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR COMMON STOCK WILL BE VOTED “FOR” EACH OF THE PROPOSALS SET FORTH ABOVE.