MALVERN: Realm Therapeutics plc has reached agreement with ESSA Pharma Inc. whereby the entire issued and outstanding share capital of Realm will be acquired by ESSA.[the_ad id=”31605″]The acquisition, which is subject to Realm shareholder approval, among other things, is intended to be implemented by means of a U.K. Court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006 and, assuming such sanction is granted following Realm shareholder approval, is expected to be completed by mid-2019.
Under the terms of the acquisition, Realm shareholders will be entitled to receive approximately 0.058 ESSA common shares for each Realm ordinary share in issue. The Exchange Ratio is derived by taking Realm’s estimated Net Cash Amount at the closing of the acquisition (approximately US$20.5 million), plus a 5% premium, divided by the 60-day volume-weighted average price of ESSA common shares as of May 14, 2019 (US$3.19). The Exchange Ratio is subject to adjustment based on Realm’s final Net Cash Amount.
“We are very pleased to enter into this transaction with ESSA, whose lead program is a first-in-class therapy for castration-resistant prostate cancer, which represents a significant unmet need for patients,” said Alex Martin, Chief Executive Officer of Realm. “Following a comprehensive review of strategic alternatives, Realm’s board of directors concluded that the Acquisition is most likely to provide an opportunity for meaningful value creation for Realm shareholders and, as such, we have significant support from our shareholders for the transaction.”
“We are truly excited by the opportunity to further advance ESSA’s aniten programs including EPI-7386 which was recently nominated as the IND candidate for the treatment of prostate cancer, and this transaction significantly advances our potential treatment for patients,” said Dr. David R. Parkinson, Chief Executive Officer of ESSA.
The Acquisition is intended to be implemented by means of a U.K. Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Acquisition is conditional on, among other things: (i) the approval of Realm Shareholders at the Court Meeting and the passing of the resolutions by Realm Shareholders at the General Meeting; and (ii) the sanction of the Scheme by the U.K. Court. The Acquisition is not currently expected to require the approval of ESSA shareholders.
The Acquisition is expected to become Effective by mid-2019.