LEI: 549300Q7EXQQH6KF7Z84

17 April 2023

RTW Venture Fund Limited

Portfolio Company Update: Prometheus Biosciences

Prometheus Biosciences enters a definitive agreement to be acquired by Merck

RTW Venture Fund Limited (the "Company" or "RTW Venture Fund"), a London Stock Exchange-listed investment fund focused on identifying transformative assets with high growth potential across the life sciences sector, is pleased to note the announcement by Prometheus Biosciences, Inc. (NASDAQ: RXDX) ("Prometheus"), that it has entered into a definitive agreement under which Merck, through a subsidiary, has agreed to acquire Prometheus for $200.00 per share in cash for a total equity value of approximately $10.8 billion, a c. 75% premium to the prior closing price. The acquisition is subject to Prometheus Biosciences shareholder approval and is expected to close in the third quarter of 2023. Prometheus' full announcement can be found here.

Prometheus is the largest holding in RTW Venture Fund's portfolio, representing c. 14.8% of NAV at 31 March 2023. As such, the Company expects that this will translate into a material accretion to the NAV.

Prometheus is a clinical-stage biotechnology company pioneering a precision medicine approach for the discovery, development, and commercialization of novel therapeutic and companion diagnostic products for the treatment of immune-mediated diseases. The company's lead candidate, PRA023, is a humanized monoclonal antibody directed to tumour necrosis factor (TNF)-like ligand 1A (TL1A), a target associated with both intestinal inflammation and fibrosis. PRA023 is currently in Phase 2 clinical trials for inflammatory bowel disease (IBD).

Roderick Wong, M.D., Managing Partner and Chief Investment Officer at the Investment Manager, said:

"We are delighted to see Merck, who has one of the longest histories of successful innovation in medicine, recognize the value of Prometheus' leadership position in TL1a directed therapy, and its broader pipeline for immune-mediated diseases.

This transaction brings to life RTW Venture Fund's investment strategy. Having co-led Prometheus' crossover financing round in November 2020 and then supported their IPO in March 2021, we were able to build our conviction in Prometheus based on an in-depth understanding of their compelling science and pioneering approach to developing a potentially best-in-class treatment for IBD. This conviction allowed us to maintain the position at size through multiple inflection points up to now, despite a significant increase in the share price over the past two years.

This will be the second position in the Company's portfolio to be acquired by large pharma this year after Cincor's acquisition by AstraZeneca was completed on 24 February. With low valuations and large pharma's significant cash positions and emerging patent cliffs, we would expect M&A to continue to accelerate."

For Further Information:

About RTW Venture Fund Limited:

RTW Venture Fund Limited (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the life sciences sector. Driven by a long-term approach to support innovative businesses, RTW Venture Fund invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives.

RTW Venture Fund Limited is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

Visit the RTW website at www.rtwfunds.com for more information.

 ***********

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events, and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company and/or its underlying investments, including, among other things, the development of the applicable entity's business, trends in its operating industry, expected use of financing proceeds and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

The information contained in this announcement is given at the date of its publication (unless otherwise marked). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness.

***********