Akela Pharma and Nventa Biopharmaceuticals executed an arrangement agreement to combine the two companies by way of a plan of arrangement under the Business Corporations Act (British Columbia). The board of directors of both companies unanimously approved the agreement.
The transaction will be effected by an exchange of Akela common shares for the outstanding shares of Nventa. As per the agreement, each Nventa share would get 0.0355 Akela shares (or 1 Akela share for 28.169 Nventa shares), resulting in an approximate 70/30 ownership split between Akela and Nventa shareholders, respectively, in the combined entity. The public company will retain Akela's name and will operate under Akela's management. Also, the company will continue to be listed on the Toronto Stock Exchange under the ticker symbol AKL.
Nventa will have the right to nominate two directors to the board of directors of Akela. The transaction is subject to approvals from Nventa shareholders, the British Columbia Supreme Court and the Toronto Stock Exchange. Subject to the satisfaction of certain customary closing conditions, including a minimum amount of $1.5 million of net cash in Nventa, the transaction is expected to close in May 2009.
Nventa is developing innovative therapeutics incorporating its proprietary CoVal fusions for the treatment of viral infections and cancers, with a focus on diseases caused by the human papillomavirus (HPV); and a Toll-like Receptor 3 (TLR3) agonist for use as a vaccine adjuvant and as an immunotherapeutic for viral infections and cancer.
Akela Pharma is a drug development company with its lead product, Fentanyl Taifun, is being developed for the treatment of breakthrough cancer pain.