Swedish Orphan Biovitrum AB (Sobi) has completed its acquisition of CTI BioPharma Corp. through its subsidiary Cleopatra Acquisition Corp. Sobi successfully purchased all outstanding shares of CTI’s common stock through a tender offer. The remaining shares were converted into cash at a price of USD 9.10 per share. The acquisition makes CTI an indirect wholly owned subsidiary of Sobi, and CTI’s common stock will no longer be traded on NASDAQ. The transaction is valued at up to USD 1.7 billion. Sobi’s forward-looking statements highlight potential risks and uncertainties associated with the transaction.
Swedish Orphan Biovitrum AB (publ) (Sobi®) (STO:SOBI) and CTI BioPharma Corp. (NASDAQ:CTIC) (CTI) announced today the completion of the acquisition of CTI by Sobi through its indirect wholly owned subsidiary Cleopatra Acquisition Corp. (Cleopatra).
Following the completion of Sobi’s successful tender offer to purchase all outstanding shares of common stock of CTI for USD 9.10 per share in cash, net to the seller thereof in cash, without interest and subject to any applicable withholding taxes, Sobi acquired all remaining shares of common stock of CTI through a merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the transaction, CTI has become an indirect wholly owned subsidiary of Sobi, and the common stock of CTI will cease to be traded on the NASDAQ Stock Market.
At the effective time of the merger, and subject to any perfected appraisal rights, all of the remaining shares of common stock of CTI not purchased in the tender offer were converted into the right to receive the same USD 9.10 per share, net to the seller thereof in cash, without interest and subject to any applicable withholding taxes. The transaction is valued at up to USD 1.7 billion (approximately SEK 17.1 billion) on a fully diluted basis.
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Forward-looking statements
This press release may contain forward-looking statements by Sobi that involve risks and uncertainties and reflect Sobi’s judgment as of the date of this press release. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual events or results may differ from Sobi’s expectations due to risks and uncertainties inherent in Sobi’s business, including, without limitation: litigation relating to the transaction; risks that the transaction disrupts the current plans and operations of Sobi or CTI; the ability of CTI to retain key personnel; competitive responses to the transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement of the transaction; Sobi’s ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating CTI with its existing businesses; legislative, regulatory and economic developments; and other risks described in Sobi’s prior press releases. These forward-looking statements are made only as of the date hereof and Sobi disclaims any intent or obligation to update these forward looking statements after the date hereof, except as required by law.
Source: BioSpace
