Tekmira Pharmaceuticals Corporation (TSX:TKM) entered into an agreement to acquire OnCore Biopharma, Inc. from Roivant Sciences, Inc., Patrick T. Higgins, Michael J. McElhaugh, Michael J. Sofia and Bryce A. Roberts for approximately $380 million in stock and options in a merger of equals transaction on January 11, 2015. Under the terms of the agreement, Tekmira would issue 23.96 million shares, at an exchange ratio of 1.024 Tekmira share for each Oncore share and issue 0.28 million of stock options for 0.23 million of Oncore options. The transaction will be carried out by way of a merger pursuant to which OnCore will merge with a wholly-owned subsidiary of Tekmira and thereby become a wholly-owned subsidiary of Tekmira. Tekmira security holders will own 50% of the outstanding equity of the combined company, and OnCore security holders will own 50% of the outstanding equity of the combined company. The merger agreement contains certain termination rights for both Tekmira and OnCore, and provides that, upon termination of the merger agreement under specified circumstances, Tekmira may be required to pay OnCore a termination fee of either $5 million or $12 million, depending upon the circumstances giving rise to the termination of the merger agreement, including if Tekmira accepts a superior acquisition proposal. Upon closing of the transaction the stockholders of OnCore will hold approximately 50% of the total number of outstanding shares of capital stock of Tekmira. The combined company plans to retain top executives and Board Members from Tekmira and OnCore. The new company's management team will include Mark J. Murray, Chief Executive Officer; Patrick T. Higgins, President and Chief Operating Officer; Bruce Cousins, Chief Financial Officer; Michael J. Sofia, Chief Scientific Officer; Mark Kowalski, Chief Medical Officer; Bryce Roberts, Chief Legal Officer; Michael J. McElhaugh, Chief Business Officer; and Michael J. Abrams, Chief Discovery Officer. William T. Symonds will be Chief Development Officer and lead the clinical development of the portfolio. Vivek Ramaswamy will serve as Chairman of the combined company and Daniel Kisner Managing Director will serve as Vice-Chairman. The combined company will be headquartered in Vancouver, BC.

The transaction is subject to approval of a majority of the shareholders of Tekmira and customary closing conditions, including regulatory approvals, listing of new shares, execution of registeration rights agreement. The Tekmira Board of Directors unanimously approved and recommends that Tekmira shareholders vote in favor of the transaction. As a condition to the closing of the merger, Tekmira must have a total of seven authorized Directors. Four of the Directors of Tekmira as of the closing of the merger will be Vivek Ramaswamy, Mark Murray, Keith Manchester and Daniel Kisner. The Board of Directors of OnCorehas unanimously approved the transaction.The transaction is expected to close in the first half of 2015. On February 4, 2015, Tekmira filed a definitive proxy statement with the U.S. Securities and Exchange Commission and the Canadian SEDAR filing. Tekmira will hold special meeting of shareholders to approve the transaction on March 3, 2015. Tekmira has provided written notice to the Toronto Stock Exchange regarding the voluntary delisting of its common shares. As on February 6, 2015, Federal Trade Commission approved the transaction. As of February 25, 2015, Tekmira announced that the Board of Directors of the combined company upon completion of the merger will consist of Vivek Ramaswamy, who will serve as Chairman of the Board, Mark J. Murray, Richard C. Henriques, Jr., Keith Manchester, Frank Karbe, William T. Symonds, Pharm. D., and Herbert J. Conrad. Daniel Kisner, M.D., will not serve as a Director or Vice Chairman of the Board of Directors for the combined company. As on March 3, 2015, 99.5% shareholders of Tekmira Pharmaceuticals approved the acquisition in a special meeting.

Lazard Frères & Co. LLC acted as financial advisor to Tekmira for an advisory fee of $6 million. R. Hector MacKay-Dunn, Ronald Murray, Denise Nawata, Peter Roth, Ronald Chin, Melissa Mitchell, Allan McGavin, Nikki Alvarez, Roja Safartabar, Marylee Davies, David Selley, Teresa Tomchak and Thom Ciz of Farris, Vaughan, Wills & Murphy LLP, Daniel M. Miller and Parker Schweich of Dorsey & Whitney LLP acted as legal advisors to Tekmirar. Marya Postner, Jennifer Raab, Ivor Elrifi, Mark Windfeld-Hansen, Mark Hrenya, Jeremy Naylor, Renee Deming and Francis Fryscak of Cooley LLP and Lawson Lundell LLP acted as legal advisors to OnCore. Sang I. Ji and Chang-Do Gong of White & Case LLP acted as legal advisors to Roivant Sciences. Frank Rahmani of Cooley LLP acted as legal advisor to Roivant Sciences. CST Trust Company acted as transfer agent for Tekmira Pharmaceuticals.