공시 • Jan 19
Cibus Global, Ltd. entered into a definitive merger agreement to acquire Calyxt, Inc. (NasdaqCM:CLXT) from Cellectis S.A. (ENXTPA:ALCLS) and others in a reverse merger transaction.
Cibus Global, Ltd. entered into a definitive merger agreement to acquire Calyxt, Inc. (NasdaqCM:CLXT) from Cellectis S.A. (ENXTPA:ALCLS) and others in a reverse merger transaction on January 13, 2023. Each issued and outstanding Cibus membership unit immediately prior to the Closing will, effective as of the Closing, be converted into the right to receive, subject to the election of such holder (to the extent a Top 99 Holder), 3.17046 shares of either (i) Public Company Class A Common Stock or (ii) Public Company Class B Common Stock (along with a corresponding number of Cibus Common Units). Under the terms of the merger agreement, Calyxt will issue shares of its common stock to Cibus shareholders in an exchange ratio such that upon completion of the merger, Calyxt shareholders will own approximately 5% of the combined company, subject to adjustments permitted by the merger agreement on a fully-diluted, as converted basis, and pre-Closing holders of Cibus membership units and warrants are expected to own approximately 95.0% of the issued and outstanding common stock of Resulting Public Company, on a fully-diluted basis. Calyxt and Cibus will merge in an all-stock transaction. Upon closing of the transaction, the combined company, renamed Cibus Inc., will trade on the Nasdaq Capital Market. Upon closure of the merger, Rory Riggs, Cibus Co-Founder, will become Chief Executive Officer and Chairman of the combined company and the Cibus leadership team will lead the new organization. In case of termination under certain circumstances, Calyxt shall be obligated to pay Cibus a fee equal to $1,000,000 within three business days of termination and Cibus shall be obligated to pay Calyxt a fee equal to $1,000,000.
The transaction is subject to customary closing conditions, including approval of Calyxt’s stockholders, the approval of Cibus’s members, the receipt of required regulatory approvals, the effectiveness of the registration statement on Form S-4 (the “Form S-4”) to be filed by Calyxt with the U.S. Securities and Exchange Commission, the approval by Nasdaq for listing of the shares of Class A Common Stock to be issued as Merger Consideration, execution of the Exchange Agreement, the Tax Receivable Agreement, the Cibus Amended Operating Agreement and the Registration Rights Agreement. As of the date hereof, Calyxt and Cibus do not anticipate that the Transactions will require a merger control filing under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), however, if the parties determine prior to Closing that such a filing is required by law, the Closing will be subject to the expiration or termination of the waiting period under the HSR Act and receipt of any other specified merger control consents or clearances. The Boards of Directors of Cibus and Calyxt have unanimously approved the transaction. Concurrent with the execution of the merger agreement, certain officers of Calyxt, all of Calyxt's directors, and Cellectis, S.A., Calyxt's largest shareholder, executed support agreements in favor of the merger. These support agreements provide 49.9% approval from Calyxt shareholders. On January 13, 2023, concurrently with the execution of the Merger Agreement and as a condition to Calyxt entering into the Merger Agreement, Calyxt entered into Voting Agreements, with certain of Cibus’s equity holders, directors and officers who as of January 13, 2023, collectively and in the aggregate, hold voting power of approximately 54.3% of the outstanding voting Cibus membership units. The merger is expected to close in the second quarter of 2023.
Canaccord Genuity served as financial advisor and John H. Butler of Sidley Austin LLP served as legal counsel to Calyxt, and Cameron A. Reese, Randi C. Lesnick, Zachary R. Brecheisen of Jones Day served as legal counsel to Cibus with respect to the transaction.