ChemomAb Ltd. entered into letter of intent to acquire Anchiano Therapeutics Ltd. for for $27.2 million in a reverse merger transaction.
The transaction is subject to customary closing conditions including the approval of Anchiano's shareholders at the special meeting of shareholders, the listing of the ADSs on Nasdaq, entry by certain shareholders under lock up agreements and the Support Agreements, certain minimum requirements of net cash and receipt of the 104H Tax Ruling or Interim 104H Tax Ruling in Israel and termination of Anchiano's engagement/employment with its employees, consultant, service provides and office holders. Shareholders of both ChemomAb and Anchiano holding shares sufficient to approve the merger have entered into shareholder support agreements in support of the transaction. The Merger agreement contemplates an investment of at least $30 million in the Anchiano Therapeutics through a PIPE in connection with, and to be consummated concurrently with, the Merger, certain Israeli statutory waiting period requirements is required and termination of Anchiano's engagement/employment with its employees, consultant, service provides and office holders. The proposed transaction has been approved by the Boards of Directors of both ChemomAb and Anchiano. The merger will not be subject to antitrust approvals. On January 7, 2021, Chemomab's shareholders adopted the Merger Agreement and approved the Merger and related transactions. A special meeting of the shareholders of Anchiano will be held at 4:30 p.m., local time, on March 15, 2021. As of March 15, 2021, the transaction was approved by Anchiano Therapeutics shareholders. The deal is expected to close in Anchiano's first or second fiscal quarter of 2021 (the quarters ending March 31 and June 30, 2021, respectively). Oppenheimer & Co. Inc. acted as financial advisor and provided fairness opinion while Aaron M. Lampert of Goldfarb Seligman & Co. and Michal Berkner and Joshua A. Kaufman of Cooley LLP acted as legal advisors for Anchiano. Ronen Bezalel, David S. Glatt, Jonathan M. Nathan and Shachar Hadar of Meitar and Robert L. Grossman and Drew M. Altman of Greenberg Traurig, LLP acted as legal advisors for ChemomAb. Alliance Advisors, LLC is acting as proxy solicitor to Anchiano Therapeutics. Alliance Advisors, LLC will be paid its customary fee of approximately $5,000, plus out-of-pocket expenses if it solicits proxies. Under the terms of Oppenheimer's engagement, Anchiano paid Oppenheimer a retainer fee of $75,000 (creditable against the opinion fee), has agreed to pay Oppenheimer for its opinion in connection with the Merger a fee of $450,000 payable upon delivery of Oppenheimer's opinion, and has agreed to pay Oppenheimer a fee of $500,000 upon the consummation of the Merger, for a total fee of $950,000.