BioCentury
ARTICLE | Company News

EpiCept, Immune Pharmaceuticals deal

February 18, 2013 8:00 AM UTC

The companies amended their agreement to merge in a stock deal. Under the amendment, Immune may buy new shares of EpiCept at $0.13 per share at any time before the merger closes. For each $100,000 invested by Immune in EpiCept through the amendment up to an aggregate of $500,000, the post-closing ownership percentages of Immune shareholders in the resulting combined company will increase by 0.7%. The amendment values the contributions at $14 million (18.7%) from EpiCept and $61 million (81.3%) from Immune for a combined company valued at $75 million. The $0.13 per share is a 44% premium to EpiCept's close of $0.09 the day before the amendment was announced. The partners will negotiate further adjustments to ownership percentages if Immune's investment in EpiCept exceeds $500,000. The amendment also provides Immune time to include its 2012 GAAP audited statements in its proxy statement. The deal is now expected to close in 2Q13 instead of this quarter. ...