Nuvation Bio to acquire AnHeart Therapeutics in all-stock transaction

Nuvation Bio and AnHeart Therapeutics announced that the companies have entered into a definitive agreement for Nuvation Bio to acquire AnHeart in an all-stock transaction. Immediately following the closing of the acquisition, the former shareholders of AnHeart will own approximately 33% and the current stockholders of Nuvation Bio will own approximately 67% of Nuvation Bio on a fully diluted basis. The acquisition, which has been approved by the board of directors of each company and is subject to approval by AnHeart’s shareholders and other customary closing conditions, will position Nuvation Bio as a late-stage global oncology company with multiple programs in clinical development. The acquisition is expected to close in the second quarter of 2024. Nuvation Bio will continue to be led by its current management team, including David Hung, its founder, CEO, and president, and expects AnHeart’s employees in China and the United States to join the Nuvation Bio team. Following the closing of the acquisition, Min Cui, founder and managing director of Decheng Capital, an investor in AnHeart, and Junyuan Jerry Wang, co-founder and CEO of AnHeart, will join the Nuvation Bio board of directors. At the closing of the acquisition, Nuvation Bio will issue to the AnHeart securityholders, in exchange for all outstanding AnHeart shares, options, and other securities, approximately 43,590,197 shares of Nuvation Bio’s Class A common stock, 851,212 shares of Nuvation Bio’s Series A Non-Voting Convertible Preferred Stock, and warrants collectively exercisable for 2,893,731 shares of Nuvation Bio’s Class A common stock at an exercise price of $11.50 per share. Subject to approval by the Nuvation Bio stockholders, each share of Series A Non-Voting Convertible Preferred Stock issued by Nuvation Bio in the acquisition will initially be convertible into 100 shares of Class A common stock. Additionally, the warrants issued in the acquisition will be restricted until receipt of the Nuvation Bio stockholder approval. Any shareholders of AnHeart who are not accredited investors will receive cash for their AnHeart shares in lieu of receiving Nuvation Bio securities. The holders of approximately 90% of AnHeart’s outstanding shares have entered into voting agreements, pursuant to which they have agreed to, among other matters, vote in favor of the acquisition. In connection with the execution of the definitive merger agreement, Hung entered into a voting agreement, pursuant to which he agreed to vote his shares of Nuvation Bio stock, representing approximately 27% of Nuvation Bio’s outstanding shares, for the Nuvation Bio stockholder approval. The closing of the acquisition does not require the approval of the Nuvation Bio stockholders. Nuvation Bio and AnHeart intend that the acquisition will qualify as a tax-free reorganization. As AnHeart’s parent company after the acquisition, Nuvation Bio will own all of AnHeart’s assets, including AnHeart’s intellectual property.