Tryp Therapeutics and Exopharm Limited Sign Definitive Agreement
Tryp Therapeutics Inc. (CSE:TRYP), a clinical-stage biotechnology company specializing in the development of intravenous-infused psilocin for diseases with high unmet medical needs, has been acquired. The company has entered into an Arrangement Agreement with Exopharm Limited as of December 8, 2023. According to the agreement, Exopharm will acquire all issued and outstanding common shares of through a statutory plan of arrangement under the purview of the Business Corporations Act of British Columbia.
Key highlights of the transaction include a purchase price of CAD$0.08 per Tryp Share, representing a substantial 78% premium to the closing price of $0.045 and 112% premium to the 20-day volume-weighted price of $0.0378 per Tryp Share as of December 8, 2023. Tryp shareholders are expected to receive 4.52 Exopharm Shares for each Tryp Share held, totaling an aggregate transaction value of approximately $12.8 million.
Both the Board and the Special Committee unanimously recommend that Tryp Therapeutics security holders vote in favor of the Arrangement. The majority of the directors of the combined entity will be appointed by Tryp, ensuring continuity in Tryp’s clinical programs and development strategy, which will serve as the foundation of the combined entity.
The anticipated relisting of the combined entity on the Australian Securities Exchange (ASX) in Q1 2024 is contingent upon meeting various conditions. This includes the requisite approval of Exopharm shareholders and the successful raising of a minimum of AUD$6,000,000 under a public offering.
The decision to consolidate is the culmination of an extensive and robust review of strategic alternatives conducted by Tryp’s Board and the Special Committee to maximize shareholder value. Holders of Tryp convertible securities will receive replacement securities of Exopharm with substantially similar economic terms, in accordance with ASX rules.
Within the Arrangement Agreement, standard provisions are incorporated, encompassing elements such as non-solicitation, the right to match, and fiduciary out provisions. Additionally, customary representations, covenants, and conditions pertinent to a transaction of this nature are outlined.
The agreement also outlines a termination fee, applicable under specific circumstances, to be paid by either party in the event that the closure of the Arrangement does not occur.