Tryp Therapeutics signs definitive agreement to be acquired by Exopharm

Tryp Therapeutics announced that the Company has entered into an arrangement agreement with Exopharm Limited ACN 163 765 991 dated as of December 8, 2023, pursuant to which Exopharm has agreed to acquire all of the issued and outstanding common shares in the capital of Tryp in consideration of the issuance of 4.52 ordinary shares in the capital of Exopharm for each one Tryp Share. The arm’s length transaction will be completed by way of a statutory plan of arrangement under the Business Corporations Act. The purchase price of CAD$0.08 represents a 78% premium to the closing price of $0.045 and a 112% premium to the 20-day volume weighted price of $0.0378 per Tryp Share on December 8, 2023. Tryp shareholders expected to receive 4.52 Exopharm Shares for each one Tryp Share held, representing an aggregate transaction value of approximately $12.8 million. Both the Board and the Special Committee unanimously recommend that Tryp securityholders vote in favor of the Arrangement. The majority of the directors of the combined entity to be appointed by Tryp. Tryp’s clinical programs and development strategy will remain as the foundation of the combined entity. The combined entity is expected to relist on the Australian Securities Exchange in Q1 2024 subject to, among other conditions, receipt of the requisite approval of Exopharm shareholders and raising a minimum of AUD$6,000,000 under a public offering. The Arrangement is subject to customary closing conditions, including approvals from Tryp securityholders and Exopharm shareholders, from the ASX and the Supreme Court of British Columbia. The Arrangement Agreement is the culmination of an extensive and robust review of strategic alternatives available to maximize shareholder value that was conducted by the Company’s board of directors and a special committee of the Board. Pursuant to the terms and conditions of the Arrangement Agreement, Exopharm has agreed to acquire 100% of the issued and outstanding Tryp Shares in consideration of 4.52 Exopharm Shares per one Tryp Share. The consideration reflects a 78% premium to the closing price of the Shares on the Canadian Securities Exchange of $0.045 on December 8, 2023, the last trading day of the Tryp Shares prior to the announcement of the Arrangement. Pursuant to the Arrangement Agreement, holders of convertible securities of Tryp, including stock options, common share purchase warrants, secured convertible debentures and unsecured convertible notes will receive replacement securities of Exopharm having substantially similar economic terms in accordance with the rules of the ASX. The Board, after receiving the recommendation of the Special Committee, has determined that the Arrangement, including the transactions contemplated thereunder, is fair to holders of Tryp securities and is in the best interests of the Company. Accordingly, the Board approved the Arrangement Agreement and recommends that securityholders vote their securities in favour of the Arrangement. Each of the directors and executive officers of Tryp have entered into voting and support agreements with the Purchaser and have agreed to, among other things, vote their securities in favour of the Arrangement.