공시 • Jan 25
Midatech Pharma plc (AIM:MTPH) cancelled the acquisition of Bioasis Technologies Inc. (TSXV:BTI). Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) for $5.5 million on December 13, 2022. As per the terms of the transaction, MTPH shall issue 75,884,553 new ordinary shares at an exchange ratio of 0.9556 Ordinary Shares for every 1 Bioasis Share. A private placement equity financing of approximately $10 million that will be completed concurrently with Midatech’s acquisition of Bioasis. Upon completion of the Arrangement and the Midatech Financing, it is expected that the current Midatech securityholders, the current Bioasis securityholders and the Midatech Financing investor will own approximately 39.8%, 30.7% and 9.9% stake, respectively. The combination of Bioasis and Midatech will create a multi-asset rare and orphan disease company that will be renamed Biodexa Pharmaceuticals PLC (“Biodexa”). Post deal completion, Stephen Parker shall serve as non-executive chairman, Deborah Rathjen (currently Bioasis’ executive chair and Chief Executive Officer), Mario Saltarelli (currently a Bioasis director) and Simon Turton shall serve as non-executive directors and Stephen Stamp shall serve as Chief Executive Officer and director. Bioasis and Midatech shall pay a termination of $330,000 to the other party.
Completion of the Arrangement is subject to the completion of the Midatech Financing and Midatech shareholder approval along with other closing conditions customary for transaction of this nature including, among other things, approval of the Arrangement by the Supreme Court of British Columbia, the TSX-V having approved the de-listing of the Bioasis Shares, Bioasis Shareholders shall not have exercised Dissent Rights in connection with the Arrangement with respect to more than 10% of the issued and outstanding Bioasis Shares and the approval of at least two-thirds of the votes cast by all Bioasis shareholders. The board of directors of Bioasis (the “Board”) has unanimously approved the Arrangement Agreement and resolved to recommend that Bioasis securityholders vote in favour of the Arrangement at the Bioasis Meeting. As of December 19, 2022, Midatech is no longer required to seek delisting from AIM following completion of the arrangement. The transaction is expected to close in the first quarter of 2023. The transaction is expected to close by the end of February 2023. The Arrangement is anticipated to be completed on or about February 8, 2023.
Evans & Evans, Inc. acted as fairness opinion provider to Bioasis. Goodmans LLP and Lawson Lundell LLP are Bioasis’ Canadian legal advisors. Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is Bioasis’ financial advisor. Pursuant to the terms of Ladenburg’s engagement by Bioasis, Ladenburg is entitled to receive a fee upon the completion of the Arrangement in the form of Midatech securities. Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for Midatech. James Dance, Matthew Chandler and Rob Patrick of Strand Hanson Limited acted as financial advisors to Midatech. Andrew Thacker and James Pope of Turner Pope Investments (TPI) Ltd acted as brokers and The Bank of New York Mellon acted as depository bank and Neville Registrars Limited acted as transfer agent for Midatech. Brown Rudnick LLP, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Fasken Martineau DuMoulin LLP all acted as legal advisors while Mazars LLP acted as accountant to Midatech.
Midatech Pharma plc (AIM:MTPH) cancelled the acquisition of Bioasis Technologies Inc. (TSXV:BTI) on January 23, 2023. One of the conditions precedent to completion of the Arrangement was approval of the Arrangement and a number of related matters by the Midatech shareholders. Midatech has announced that its shareholders did not approve the Arrangement at the general meeting of Midatech shareholders held on January 23, 2023. 공시 • Dec 22
Bioasis Technologies Inc., Annual General Meeting, Feb 03, 2023 Bioasis Technologies Inc., Annual General Meeting, Feb 03, 2023. 공시 • Dec 15
Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) from The Lind Partners, LLC and others for $5.5 million. Midatech Pharma plc (AIM:MTPH) entered into a definitive agreement to acquire Bioasis Technologies Inc. (TSXV:BTI) for $5.5 million on December 13, 2022. As per the terms of the transaction, MTPH shall issue 75,884,553 new ordinary shares at an exchange ratio of 0.9556 Ordinary Shares for every 1 Bioasis Share. A private placement equity financing of approximately $10 million that will be completed concurrently with Midatech’s acquisition of Bioasis. Upon completion of the Arrangement and the Midatech Financing, it is expected that the current Midatech securityholders, the current Bioasis securityholders and the Midatech Financing investor will own approximately 39.8%, 30.7% and 9.9% stake, respectively. The combination of Bioasis and Midatech will create a multi-asset rare and orphan disease company that will be renamed Biodexa Pharmaceuticals PLC (“Biodexa”). Post deal completion, Stephen Parker shall serve as non-executive chairman, Deborah Rathjen (currently Bioasis’ executive chair and Chief Executive Officer), Mario Saltarelli (currently a Bioasis director) and Simon Turton shall serve as non-executive directors and Stephen Stamp shall serve as Chief Executive Officer and director. Bioasis and Midatech shall pay a termination of $330,000 to the other party. Completion of the Arrangement is subject to the completion of the Midatech Financing and Midatech shareholder approval along with other closing conditions customary for transaction of this nature including, among other things, approval of the Arrangement by the Supreme Court of British Columbia, the TSX-V having approved the de-listing of the Bioasis Shares, Bioasis Shareholders shall not have exercised Dissent Rights in connection with the Arrangement with respect to more than 10% of the issued and outstanding Bioasis Shares and the approval of at least two-thirds of the votes cast by all Bioasis shareholders. The board of directors of Bioasis (the “Board”) has unanimously approved the Arrangement Agreement and resolved to recommend that Bioasis securityholders vote in favour of the Arrangement at the Bioasis Meeting. The transaction is expected to close in the first quarter of 2023. Evans & Evans, Inc. acted as fairness opinion provider to Bioasis. Goodmans LLP and Lawson Lundell LLP are Bioasis’ Canadian legal advisors. Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is Bioasis’ financial advisor. Pursuant to the terms of Ladenburg’s engagement by Bioasis, Ladenburg is entitled to receive a fee upon the completion of the Arrangement in the form of Midatech securities. Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for Midatech. James Dance, Matthew Chandler and Rob Patrick of Strand Hanson Limited acted as financial advisors to Midatech. Andrew Thacker and James Pope of Turner Pope Investments (TPI) Ltd acted as brokers and The Bank of New York Mellon acted as depository bank and Neville Registrars Limited acted as transfer agent for Midatech. 공시 • Dec 14
Bioasis Technologies Shares Delisted from the TSX Venture Exchange Upon Completion Of Merger Bioasis Technologies Inc. announced that it has entered into a definitive agreement dated December 13, 2022 with Midatech Pharma plc, pursuant to which Midatech will acquire 100% of the issued and outstanding common shares in the capital of Bioasis from Bioasis’ shareholders in exchange for ordinary shares of Midatech in the form of American depositary shares (“ADSs”). Subject to all conditions precedent to completion of the Arrangement being met, the Arrangement is expected to close in the first quarter of 2023. In connection with the closing of the Arrangement, Bioasis will apply to have its shares delisted from the TSX Venture Exchange. 공시 • Feb 19
Bioasis Technologies Inc. announced that it has received CAD 0.2002 million in funding Bioasis Technologies Inc. announced a non-brokered private placement of 770,000 for CAD 0.26 per share for gross proceeds of CAD 200,200 on February 17, 2022. The transaction included participation from arm’s length investor. The common shares issued pursuant to the private placement are subject to a four month hold period in accordance with applicable securities laws. The transaction included participation from one placee.
On February 18, 2022, the TSX Venture Exchange has accepted for filing documentation with respect to the transaction. 