Bone Therapeutics, a cell therapy company, has entered into a non-binding term sheet and exclusive discussions for a period of three months with the shareholders of Medsenic, a privately held, clinical stage biopharmaceutical company incorporated in France and specialised in the development of optimised formulations of arsenic salts and their application in inflammatory conditions and other potential additional indications.
The objective of the discussions is to explore the benefits of a potential reverse merger or a similar transaction whereby all shareholders of Medsenic would individually contribute 51% of the total outstanding share capital of Medsenic into the capital of Bone Therapeutics in exchange for a certain number of shares issued by Bone Therapeutics. The objective of the parties is, as a result of the business combination, Bone Therapeutics would remain a Belgian listed company and own 51% of the share capital of Medsenic.
The parties expect immediately after closing of the business combination, approximately 80% of the total outstanding share capital of Bone Therapeutics shall be held by the shareholders of Medsenic. Parties however agreed that subscription rights of Bone Therapeutics shall be offered to all its existing shareholders but not to the Medsenic shareholders.
Bone Therapeutics and Medsenic aim to reach an agreement in the course of Q2/Q3 2022, subject to regulatory control clearance, the outcome of due diligence, shareholders' approval and other customary conditions precedent.
