APLIF - Appili Therapeutics Signs Definitive Agreement to be Acquired by Aditxt Inc. | Benzinga
Transaction consideration provides a significant premium to the Appili shareholders
Combined enterprise expected to provide enhanced synergies and resources to advance key programs
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HALIFAX, Nova Scotia, April 02, 2024 (GLOBE NEWSWIRE) -- Appili Therapeutics Inc. (TSX:APLI, OTC:APLIF) ("Appili"), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Aditxt Inc. (NASDAQ:ADTX) ("Aditxt"), a Richmond, Virginia- based company dedicated to discovering, developing, and deploying promising health innovation, through its wholly-owned subsidiary, Adivir, Inc. ("Adivir" or the "Buyer"), agreed to acquire all of the issued and outstanding Class A common shares (the "Appili Shares") of Appili by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction").
Overview and Rationale for the Transaction
Under the terms of the Arrangement Agreement, shareholders of Appili (the "Appili Shareholders") will receive (i) 0.002745004 of a share of common stock (each whole share, an "Aditxt Share") of Aditxt (the "Share Consideration") and (ii) US$0.0467 (or approximately CAD$0.0633 with reference to the Bank of Canada closing exchange rate on March 29, 2024) for each Appili Share held (the "Cash Consideration" and together with the Share Consideration collectively, the "Transaction Consideration") representing implied total consideration per Appili Share of approximately US$0.0561(or approximately CAD$0.07598 with reference to the Bank of Canada closing exchange rate on March 29, 2024) based on the closing price of the Aditxt shares on March 28, 2024. The Transaction Consideration represents an approximately 117% premium to the trading price of the Appili Shares based on the closing price of the shares of Appili on April 1, 2024 (the last trading prior to the execution of the Arrangement Agreement) and an approximately 141% premium to the 30-day volume weighted average price of the Appili Shares prior to the date of the Arrangement Agreement.
The Transaction is expected to provide much needed resources and access to capital which will allow the combined enterprise to execute its development plans more efficiently. Aditxt and its subsidiaries have complementary medical and scientific knowledge in immunology and immune profiling and expertise in diagnostics and other tools, which can be used to expedite development programs and be used in clinical practice.
"This transaction with Aditxt aligns with our goals on multiple levels. Through the Aditxt platform, we can amplify our impact and reach in the fight against life-threatening infectious diseases. We see this as an opportunity for growth, innovation, and collaboration. Our shared vision and combined expertise will undoubtedly accelerate our mission to develop innovative treatments and solutions for some of the most challenging health threats facing the world today. Appili's programs can now leverage Aditxt's proven research and development, operations, and commercialization expertise to accelerate the development of our three programs. Secondly, as a NASDAQ-listed company, Aditxt will facilitate access to capital for Appili's programs in this challenging economic environment. We welcome this new chapter, confident that together, we will achieve even greater heights in deploying innovative healthcare solutions." said Dr. Don Cilla, President and CEO of Appili Therapeutics.
The Transaction is expected to enhance the combined entity's portfolio of products and potentially create substantive synergies among existing programs, particularly precision diagnostics. Integrating Appili's expertise and product lines with Aditxt could pave the way for a comprehensive approach to population health, from early detection and prevention to treatment. Collaboration within the Aditxt ecosystem has the potential to streamline patient care, from early detection through precision diagnostics to the development of tailored treatment strategies. This synergy provides an opportunity to accelerate innovation and enhances the effectiveness and personalization of healthcare delivery.
Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt, elaborated on the significance of this acquisition, stating, "The acquisition of Appili would represent another step in Aditxt's journey towards advancing promising innovations in health. Our mission is to accelerate some of the most promising health innovations, like those developed by Appili, to reach their full potential and to have a lasting impact. The urgency for innovative and effective public health solutions is unprecedented. The need to discover and bring new treatments to the market or to enhance existing ones to combat public health challenges has never been more critical. By integrating Appili's proven expertise and diverse portfolio in the infectious disease and biodefence domain, Aditxt can substantially contribute to advancing public health solutions."
Additional Transaction Details
The Transaction will be effected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act. Under the terms of the Arrangement Agreement, Adivir will acquire all of the issued and outstanding Appili Shares, with each Appili Shareholder receiving the Transaction Consideration. In connection with the Transaction, each outstanding option and warrant of Appili will be cashed-out based on the implied in-the-money value of the Transaction Consideration.
In connection with the Transaction Aditxt will: (i) agree to repay no less than 50% in outstanding senior secured debt at the closing of the Transaction (the "Closing") and to repay the remaining outstanding senior secured debt by no later than December 31, 2024; (ii) assume all of Appili's remaining outstanding liabilities and indebtedness, and (iii) agree to satisfy certain payables of ...