SciSparc Ltd. (Nasdaq: SPRC), a clinical-stage pharmaceutical firm dedicated to central nervous system disorder treatments, revealed progress on negotiations after a non-binding letter of intent with a prominent Israeli vehicle importer (the “Target Company”) on November 22, 2023. Under revised terms, SciSparc plans to acquire the Target Company entirely, establishing a new subsidiary and merging with it. Post-acquisition, SciSparc shareholders would hold roughly 50.01% of the new entity, a significant increase from the previously expected 20%. The move aligns with SciSparc’s strategy to maximize shareholder value, subject to due diligence, definitive agreements, regulatory approvals, and shareholder consent. The Target Company, a leading Israeli vehicle importer, reported revenues surpassing $52 million in the first half of 2023. Upon closing, Target Company shares will convert to SciSparc ordinary shares, with its equity holders expected to hold around 49.99% of the Combined Company’s share capital, pending adjustments.
SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases of the central nervous system, announced today updates regarding the negotiation following the signing of a non-binding letter of intent (“LOI”) with a leading vehicle importer company in Israel (the “Target Company”), on November 22, 2023. According to the new negotiated terms, the Company will acquire 100% of the Target Company and will establish a new wholly-owned Israeli subsidiary, which would in turn merge with and into the Target Company (the “Acquisition”). Following the Acquisition, it is contemplated that SciSparc shareholders will hold approximately 50.01% of the share capital of the post-closing combined company (the “Combined Company”), compared to 20%, as reflected in the previous announcement.
The proposed Acquisition follows the Company’s announcement in June 2022, in which the board of directors resolved to review potential strategic transactions to maximize shareholder value.
The Target Company is a leading vehicle importer in Israel. Its revenues for the first half of 2023 amounted to over $52 million1.
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As a result of the Acquisition, all outstanding shares of the Target Company will be converted into the right to receive ordinary shares of SciSparc and any warrants issued by the Target Company will be converted into the right to receive warrants of SciSparc.
Following the closing, it is contemplated the Target Company’s equity holders will hold approximately 49.99% (subject to adjustments) of the Combined Company’s share capital.
The Acquisition is subject to the successful completion of due diligence by both parties, the execution of binding definitive agreements concerning the Acquisition, and compliance with any regulatory requirements and approvals, including approvals by the shareholders of SciSparc and the Target Company and certain Israeli court approvals.
Source: Biospace
