공시 • Apr 19
Societal CDMO, Inc. Files Form 15 Societal CDMO, Inc. has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended. The par value of the company's common stock was $0.01 per share. 공시 • Apr 08
Societal CDMO's Common Stock to be Delisted from the Nasdaq Capital Market as a Result of the Merger with CoreRx CoreRx, Inc. (‘CoreRx’) announced that it has completed its acquisition of Societal CDMO, Inc. (‘Societal CDMO’). The Offer and the Merger: CoreRx’s tender offer to acquire all of the issued and outstanding shares of common stock (the ‘Shares’) of Societal CDMO, at a purchase price of $1.10 per Share, in cash, without interest and less any applicable tax withholding, expired as scheduled one minute following 11:59 p.m., Eastern Time, on April 5, 2024 and was not further extended. The depositary and paying agent for the tender offer has advised CoreRx that, as of the expiration of the tender offer, a total of 102,588,622 Shares were validly tendered and not properly withdrawn, representing approximately 92.8% of the issued and outstanding Shares. Such Shares have been accepted for payment and will be promptly paid for in accordance with the terms of the tender offer. Following completion of the tender offer, CoreRx completed the acquisition of Societal CDMO through the previously planned second-step merger under Section 321(f) of the Pennsylvania Business Corporation Law of 1988. As a result of the merger, Societal CDMO became a wholly owned subsidiary of CoreRx. The common stock of Societal CDMO will be delisted from the Nasdaq Capital Market. Reported Earnings • Mar 24
Full year 2023 earnings: EPS and revenues exceed analyst expectations Full year 2023 results: US$0.14 loss per share (improved from US$0.34 loss in FY 2022). Revenue: US$94.6m (up 4.9% from FY 2022). Net loss: US$13.3m (loss narrowed 33% from FY 2022). Revenue exceeded analyst estimates by 2.4%. Earnings per share (EPS) also surpassed analyst estimates by 3.4%. Revenue is forecast to grow 7.8% p.a. on average during the next 3 years, compared to a 9.1% growth forecast for the Pharmaceuticals industry in the US. Over the last 3 years on average, earnings per share has increased by 61% per year but the company’s share price has fallen by 29% per year, which means it is significantly lagging earnings. 공시 • Mar 01
CoreRx, Inc. entered into a definitive agreement to acquire Societal CDMO, Inc. (NasdaqCM:SCTL) from First Light Asset Management, LLC and Others for approximately $120 million. CoreRx, Inc. entered into a definitive agreement to acquire Societal CDMO, Inc. (NasdaqCM:SCTL) from First Light Asset Management, LLC and Others for approximately $120 million on February 28, 2024. Under terms of the merger agreement, CoreRx will promptly commence a cash tender offer to acquire all outstanding shares of Societal CDMO common stock for $1.10 per share in cash, subject to applicable tax withholding, and Societal CDMO has agreed to file a recommendation statement containing the unanimous recommendation of its board of directors that Societal CDMO shareholders tender their shares to CoreRx. The transaction is subject to the tender of a majority of the outstanding shares of Societal CDMO’s common stock, as well as other customary closing conditions. The Offer will initially expire one minute following 11:59 p.m. (Eastern Time) on the date that is 20 business days following the commencement of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Following the successful closing of the tender offer, CoreRx will acquire all remaining shares of Societal CDMO that are not tendered into the tender offer through a second-step merger at the same price of $1.10 per share, without the vote of Societal CDMO shareholders. The merger will be effected as soon as practicable after the closing of the tender offer. Until that time, Societal CDMO will continue to operate as a separate and independent company. In case of merger termination, Societal CDMO will be required to pay CoreRx a termination fee in the amount of $5,000,000.
Societal CDMO’s board of directors unanimously approved the transaction and plans to recommend that all shareholders tender their shares in the tender offer. The transaction is expected to close early in the second quarter of 2024. Raymond James & Associates, Inc. is acting as financial advisor and provided fairness opinion to the Board of Societal CDMO. Rachael Bushey, Jennifer Porter and Laura Gulick of Goodwin Procter LLP acted as legal advisor for Societal. Gerald F. Roach, Byron B. Kirkland and Heyward D. Armstrong of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. acted as legal advisor for CoreRx, Inc. New Risk • Mar 01
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 14% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risk Share price has been highly volatile over the past 3 months (14% average weekly change). Minor Risks Less than 1 year of cash runway based on current free cash flow (-US$11m). Currently unprofitable and not forecast to become profitable over next 2 years (US$7.1m net loss in 2 years). Shareholders have been diluted in the past year (24% increase in shares outstanding). Market cap is less than US$100m (US$48.2m market cap). 