Progen Pharmaceuticals and Avexa have signed an exclusive and binding merger implementation agreement which, when completed, will create one the the largest biotechnology companies in Australia, and valuing the former at some A$82.0 million ($55.3 million).
Progen will propose to shareholders an A$20.0 million share buyback option, to be completed prior to the merger. The combined entity will have over A$60.0 million cash at transaction closing (assuming Progen's proposed A$20.0 million share buyback is fully subscribed). Shareholders from both firms will vote on the planned merger, which has been unanimously agreed by the two boards of directors, in the first quarter of 2009.
Under the terms of the accord, Progen will issue Avexa shareholders one of its shares for every 12.857 they own, an effective 49.6% premium on the former's previous closing price of A$0.90. On completion, Progen shareholders will own 56% of the new entity and Avexa's 44%. The merged company will be named Avexa Pharmaceuticals with headquarters in Melbourne and offices in both Brisbane, Australia, and the San Francisco Bay area in the USA.
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