Merger Alert: Tryp Therapeutics Signs With Australian Drug Delivery Innovator, Details Here

Canadian psychedelics biotech Tryp Therapeutics Inc. has entered into an agreement with Australian publicly-trading drug vehicle developer Exopharm Ltd. for the acquisition of 100% of Tryp’s issued and outstanding common shares. 

The arm’s length transaction, dated Dec. 8, 2023, will be completed as a statutory plan of arrangement under the BC Business Corporations Act.

What To Know

• Exopharm will issue 4.52 ordinary shares for each Tryp share for the latter’s holders, for an aggregate transaction value of reported $9.43 (CA$12.8) million.

• Shares purchase price of $0.059 (CA$0.08) is “a 78% premium” to the closing price ($0.033) and “a 112% premium” to the 20-day volume weighted price ($0.028) per Tryp share on Dec. 8, 2023 on the CSE.

• New business expected to relist on the Australian Securities Exchange (ASX) in Q1 2024 subject to conditions including Exopharm’s and Tryp’s shareholders' approval, BC Supreme Court’s and ASX’s approval, and raising a minimum of $3.93 (AU$6) million under a public offering.

• New Exopharm shares issued under the arrangement won’t be registered under the U.S. Securities Act -meaning they cannot be offered or sold in the U.S. without registration or applicable exemption (expectedly provided by Section 3(a)(10).)

• Tryp would appoint the majority of directors of the combined entity to sustain the biotech’s clinical programs and development strategy as its “foundation.”

Voting, Managerial Comments & Advisors

Following an “extensive and robust” review of strategic alternatives for maximizing shareholder value, Tryp’s board of directors and a special committee are unanimously recommending company shareholders vote in favor of the arrangement, considered both “fair” and “in the best interests of the company.”

Only the Tryp shareholders, option holders and warrant holders at business close on the record date will be entitled to vote. The arrangement requires approval of a minimum 66% of votes cast by shareholders; and a minimum 66% of votes cast by convertible securities holders (as a class.)

All Tryp’s directors and executive officers have reportedly voted in support of agreements with Exopharm and would vote their securities in favor of the arrangement.

Meanwhile, CEO Jason Carroll said that joining forces with Exopharm “heralds a new era for Tryp.” 

The team expects both companies’ “combined strength and shared vision” will land them in ASX’s “prominent platform,” involving “enhanced access” to capital and the country’s evolving landscape of the TGA’s psychedelics regulations.

See Also: Global Psychedelics: Australia's Prescription Guidelines, New Zealand's Meth Addiction Treatment 

Carroll stated that Tryp’s ongoing clinical commitments and novel TRP-8803 (IV-infused psilocybin) R&D program “remain unchanged” and will be pursued “with the same vigor and dedication.”

On the contrary, he added, Exopharm's current R&D program wouldn’t be pursued following the transaction’s completion.

Tryp’s arrangement team includes Pushor Mitchell LLP as legal counsel in Canada and K&L Gates LLP as legal counsel in Australia.

Exopharm is constituted by Osler, Hoskin & Harcourt LLP as legal counsel in Canada and Hamilton Locke Pty Ltd as legal counsel in Australia; and ACNS Capital Markets Pty Ltd (Alto Capital) as a corporate advisor (previously an advisor to Tryp’s recently closed private placement for $2.22 million.

Photo: Benzinga edit with photo by geralt and sergeitokmakov on Pixabay.