Portage Biotech Inc. (OTCPK:PTGE.F) (Portage) entered into a conditional sale agreement to acquire SalvaRx Limited from SalvaRx Group plc, James Mellon and Greg Baile for $80.5 million.
Following the disposal and the demerger, Ian Walters, Kam Shah, Richard Armstrong and Colin Weinberg shall each resign as directors of SalvaRx Group and it is proposed that Denham Eke will be appointed to the Board. The transaction is subject to the requirements of Multilateral Instrument 61-101 Protection of Minority Shareholders in special transactions. As a consequence, the transaction requires minority shareholder approval. SalvaRx Group plc is also required to seek approval of its shareholders to the transaction. The transaction is subject to Portage issuing and allotting the consideration shares, approval of the acquisition by a majority of the disinterested Portage shareholders, receipt of the Rule 15 Approval, and approval by CSE. As of January 8, 2018, to obtain final CSE approval, Portage Biotech will be preparing and filing a Form 2A with CSE which will provide prospectus level disclosure on the Company after giving effect to the transaction. The Portage Board unanimously recommends that shareholders vote in favor of the transaction. A special meeting of Portage shareholders is scheduled for January 8, 2019. As of January 8, 2019, the transaction has been approved by Portage Biotech's shareholders. The transaction also received minority shareholder approval in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in special transactions.
Matthew Johnson, Edward Hutton and Vadim Alexandre of Northland Capital Partners Limited acted as nominated advisers and brokers while Hill Dickinson LLP acted as legal advisor to SalvaRx Group plc. PharmaVentures Ltd. acted as financial advisor to SalvaRx Group and Portage.