BioCentury
ARTICLE | Company News

Biota, Nabi deal

September 24, 2012 7:00 AM UTC

The companies amended an April agreement to merge in a stock deal to address Biota's share price decline since the deal was first announced. Nabi will now contribute $27 million in cash to the combined company rather than the original $54 million, with the remaining cash distributed to Nabi shareholders via a dividend or other return of capital. Nabi expects this will amount to about $28-$31 million. Biota closed at A$0.71 on Sept. 14, before the amendment was announced. The price is off A$0.23 (24%) from April 20, before the original deal was announced.

The companies also amended the terms to state that each Biota share will be exchanged for a number of Nabi shares based on the 10-day volume-weighted average price of Biota's shares prior to the Biota or Nabi shareholder meeting, whichever comes first. Under the original deal, Nabi would have acquired Biota's shares in exchange for 0.669 new Nabi shares. If Biota's volume weighted average share price is A$0.62-A$0.86 ($0.65-$0.91), the exchange ratio will be equal to the average price. If the weighted average is less than A$0.62, Nabi may terminate the merger or continue the merger at A$0.62. If the weighted average is greater than A$0.86, Biota may terminate the deal, or continue the merger at A$0.86. If Biota's closing price is outside the range, neither party will have to pay a fee for terminating the deal. The companies also extended the automatic termination date to Nov. 30 from Oct. 31 (see BioCentury, April 30). ...