공시 • Sep 17
Caladrius Biosciences, Inc. (NasdaqCM:CLBS) completed the acquisition of Cend Therapeutics Inc.
Caladrius Biosciences, Inc. (NasdaqCM:CLBS) executed a non-binding term sheet to acquire Cend Therapeutics Inc. on March 13, 2022. Caladrius Biosciences, Inc. entered into a definitive merger agreement to acquire Cend Therapeutics Inc. for $38.1 million on April 26, 2022. Cend shareholders will receive 8.5623 shares of Caladrius’ common stock. Upon closing, shareholders of Cend will receive approximately 60,521,480 shares of Caladrius common stock, subject to certain closing conditions, resulting in the shareholders of each company owning approximately 50% of the combined company. Merger is in an all-stock approximate “merger of equals” transaction. Following closing, the combined company will be renamed Lisata Therapeutics, Inc. (“Lisata”) and will trade on the Nasdaq under the ticker symbol “LSTA”. The Merger Agreement contains certain termination rights for both Caladrius and Cend, and further provides that, upon termination of the Merger Agreement under specified circumstances, Caladrius may be required to pay Cend a termination fee of $1.0 million, Cend may be required to pay Caladrius a termination fee of $4.0 million, or in some circumstances reimburse the other party’s expenses up to a maximum of $1.0 million. Under the terms of the definitive merger agreement, David J. Mazzo, current President and Chief Executive Officer of Caladrius will be the Chief Executive Officer of Lisata, David Slack, current President and Chief Executive Officer of Cend, will be Lisata’s President and Chief Business Officer, and Kristen K. Buck, Managing Director, current Executive Vice President of R&D and Chief Medical Officer, will continue in those roles with Lisata. At the effective time of the merger, the Board of Directors of Lisata is expected to comprise four directors designated by Caladrius and four directors designated by Cend, with the possibility of one additional independent director, whose appointment will be mutually agreed upon by both Caladrius and Cend. Concurrently with the execution of the Merger Agreement and in order to provide Cend with capital for its development programs prior to the closing of the Merger, Caladrius and Cend entered into a Series D Preferred Stock Purchase Agreement (the “ Purchase Agreement ”), pursuant to which Caladrius agreed to purchase from Cend 1,135,628 shares of Series D Preferred Stock, $0.00001 par value per share (the “ Series D Preferred Stock ”), of Cend at a purchase price per share equal to $8.8057 per share or approximately $10,000,000 in the aggregate. Cend Therapeutics Inc. reported total assets of $7.487 million, total liabilities of $1.076 million cash of $6.288 million and Total stockholders' equity of $1.37 million for the year ended December 31, 2021. The Caladrius Board of Directors established the Transactions Committee, consisting of directors Gregory B. Brown, Cynthia L. Flowers, Steven M. Klosk and David J. Mazzo.
Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of Caladrius and Cend, Caladrius’s satisfaction of a minimum net cash threshold at closing, expected to be approximately $64.9 million, effectiveness of registration statement, approval of listing of additional shares of Caladrius, as well as the satisfaction of certain other customary closing conditions and applicable approvals. In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and stockholders of Cend (solely in their respective capacities as Cend stockholders) holding approximately 77.5% of the outstanding Cend capital stock have entered into support agreements with Caladrius to vote all of their shares of Cend capital stock in favor of adoption of the Merger Agreement and (ii) certain executive officers and directors of Caladrius (solely in their respective capacities as Caladrius stockholders) holding approximately 1.8% of the outstanding Caladrius common stock have entered into support agreements with Cend to vote all of their shares of Caladrius common stock in favor of approval of the Merger Agreement. Transaction is unanimously approved by the Boards of Directors of Cend and Caladrius. The registration statement declared effective on July 28, 2022. On September 13, 2022, Caladrius shareholders approved the transaction. The merger is currently expected to close in the third quarter of 2022. As of August 4, 2022, the transaction is expected to close at end of the third quarter of 2022. AS of September 14, 2022, the transaction is expected to close on September 15, 2022.
Jeffrey P. Schultz, Joel Papernik and Daniel Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisors to Caladrius Biosciences, Inc. Paul Johnson and Christopher L. Tinen of Procopio Cory Hargreaves & Savitch LLP acted as legal advisor to Cend Therapeutics Inc. Evercore Group L.L.C. acted as financial advisor to Cend. Back Bay Life Science Advisory, LLC acted as financial advisor and fairness opinion provider to The Caladrius Board of Directors. Caladrius has retained Alliance Advisors to assist it in soliciting proxies. Caladrius will pay the fees of Alliance Advisors, which Caladrius expects to be approximately $200,000 to $300,000, plus reimbursement of out-of-pocket expenses. Continental Stock Transfer & Trust Company acted as transfer agent to Caladrius. Caladrius is obliged to pay Back Bay an opinion fee of $250,000, payable upon the delivery of Back Bay’s opinion.
Caladrius Biosciences, Inc. (NasdaqCM:CLBS) completed the acquisition of Cend Therapeutics Inc. on September 15, 2022.
