お知らせ • Oct 12
Harmony Biosciences Holdings, Inc. (NasdaqGM:HRMY) completed the acquisition of Zynerba Pharmaceuticals, Inc. (NasdaqCM:ZYNE).
Harmony Biosciences Holdings, Inc. (NasdaqGM:HRMY) entered into a non-binding letter of intent to acquire Zynerba Pharmaceuticals, Inc. (NasdaqCM:ZYNE) on June 11, 2023. Harmony Biosciences Holdings, Inc. (NasdaqGM:HRMY) entered into a definitive agreement to acquire Zynerba Pharmaceuticals, Inc. (NasdaqCM:ZYNE) for $63.7 million on August 14, 2023. Under the terms of the definitive agreement, Harmony will commence a tender offer to acquire all outstanding shares of Zynerba for a purchase price of $1.1059 per share in cash, plus one contingent value right per share of Zynerba common stock, which represents the right to receive up to approximately $2.5444 per share of Zynerba common stock in the form of one or more potential contingent payments, in cash, subject to any applicable withholding of taxes and without interest, upon the achievement of certain milestones. Harmony will fund the transaction from its existing cash on hand. Following the successful closing of the tender offer, Harmony will acquire any shares of Zynerba it does not already own through a second-step merger at the same per share offer price as paid in the tender offer. In case of termination of the transaction under certain specified circumstances, Zynerba will be required to pay a termination fee in the amount of $4.5 million. As of September 27, 2023, Harmony Biosciences Holdings has extended the expiration of its tender offer to acquire all of the outstanding shares of common stock of Zynerba Pharmaceuticals, Inc. to 5:00 p.m., New York City time, on Tuesday, October 10, 2023, unless further extended. The tender offer was previously scheduled to expire at 5:00 p.m., New York City time, on Tuesday, September 26, 2023. All other terms and conditions of the tender offer remain unchanged. The depositary for the tender offer has advised that, as of 5:00 p.m., New York City time, on Tuesday, September 26, 2023, a total of 17,298,313 shares of Zynerba’s common stock were validly tendered and not withdrawn in the tender offer, which represent approximately 32.1% of the total number of shares of Zynerba’s outstanding common stock.
The transaction is subject to customary closing conditions, including that the holders of at least a majority of the outstanding shares of Zynerba’s common stock tender such shares to Harmony in connection with the tender offer. The transaction was unanimously approved by the boards of directors of Harmony and Zynerba. The transaction is expected to close by the fourth quarter of 2023. For Harmony, William I. Intner and Peter Cohen-Millstein of Hogan Lovells US LLP are acting as legal counsel. For Zynerba, MTS Securities, LLC is acting as financial advisor and fairness opinion provider for an aggregate fee of up to approximately $4.375 million of which $0.375 was paid for the opinion provided. and Rachael Bushey, Jennifer Porter and Laura Umbrecht of Goodwin Procter LLP are acting as legal counsel. Depository Trust Company is the depository bank for shares of Zynerba. MacKenzie Partners is acting as information agent and Equiniti Trust Company, LLC acted as Depositary to Harmony Biosciences Holdings, Inc. Harmony will pay $9500 to MacKenzie Partners for the services rendered. Equiniti Trust Company is also acting as a depository to Zynerba.
Harmony Biosciences Holdings, Inc. (NasdaqGM:HRMY) completed the acquisition of Zynerba Pharmaceuticals, Inc. (NasdaqCM:ZYNE) on October 10, 2023. As of the Expiration Time, a sufficient number of Shares were validly tendered and not validly withdrawn such that the Minimum Condition (as defined in the Merger Agreement) was satisfied. Each condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment, on October 10, 2023, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. The Purchaser will promptly pay for all Shares accepted for payment pursuant to the Offer.