Not independent
Tenure on this board
12.5 yrs
Also a director at
Invivyd Inc (IVVD)
12 nominees · 1 ballot item.
Approve the Scheme of Arrangement to redomicile Wave Life Sciences Ltd. from Singapore to a newly formed Delaware parent (Wave Life Sciences, Inc.), exchanging outstanding Wave-Singapore ordinary shares one-for-one for Wave-Delaware common stock and authorizing directors to implement the transaction.
Approve a scheme of arrangement under Section 210 of the Singapore Companies Act to transfer all issued Wave-Singapore ordinary shares to Wave-Delaware in exchange for one share of Wave-Delaware common stock per Wave-Singapore ordinary share, thereby making Wave-Delaware the parent company.
This management proposal seeks shareholder approval of a court‑supervised Scheme of Arrangement under Section 210 of the Singapore Companies Act that will exchange each outstanding Wave-Singapore ordinary share for one share of common stock of a newly formed Delaware corporation, Wave Life Sciences, Inc., thereby redomiciling the public parent of the corporate group to Delaware. Management is pursuing the transaction to simplify and align the legal and regulatory framework of the group with the company’s operational footprint—most operations, employees, management and the majority of shareholders are U.S.-based—and to reduce administrative burdens associated with dual reporting, regulatory and legal compliance. The Implementation Agreement and Scheme provide for the exchange on a one-for-one basis, assumption of outstanding pre-funded warrants and conversion/assumption of existing equity awards, and include customary mechanics administered by an exchange agent; the Scheme also requires Singapore Court sanction after shareholder approval. The proxy statement emphasizes that shareholders’ proportional economic interests and reporting obligations under U.S. securities laws will remain, and management expects the exchange to be tax-free to many U.S. holders though complex PFIC and Section 367 considerations are disclosed. The board highlights benefits including administrative efficiencies, potential cost savings, greater alignment with U.S. capital markets, and perceived corporate-law advantages of Delaware, while warning of risks such as changes in shareholder rights under Delaware law, potential tax consequences for some holders, and the need for Singapore Court approval and other closing conditions. The Board unanimously recommends a vote FOR the Scheme, asserting it is in the best interests of the company and its shareholders; the recommendation is supported by a detailed comparison of rights under Singapore and Delaware law and disclosure of implementation steps and contingencies. For sophisticated evaluators, the material governance impacts include changes to shareholder protections, forum selection, indemnification scope, and capital issuance authority under the proposed Delaware charter and bylaws—factors that may affect takeover dynamics and minority protection post-transaction.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 14.0% | 26,975,505 | $196M |
| 2 | GSK plc | 9.5% | 18,245,691 | $132M |
| 3 | MAVERICK CAPITAL LTD | 5.3% | 10,161,399 | $74M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.4% | 8,512,365 | $62M |
| 5 | BlackRock, Inc. | 3.5% | 6,819,147 | $49M |
| 6 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.8% | 5,431,021 | $39M |
| 7 | 683 Capital Management, LLC | 2.5% | 4,900,000 | $36M |
| 8 | PRIMECAP MANAGEMENT CO/CA/ | 2.5% | 4,832,952 | $35M |
| 9 | M28 Capital Management LP | 2.4% | 4,588,284 | $33M |
| 10 | BlackRock, Inc. | 2.3% | 4,459,567 | $32M |
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