Announcement • Jul 25
MEI Pharma, Inc. (NasdaqCM:MEIP) cancelled the acquisition of Infinity Pharmaceuticals, Inc. (NasdaqGS:INFI) from The Vanguard Group, Inc. and others.
MEI Pharma, Inc. (NasdaqCM:MEIP) proposed to acquire Infinity Pharmaceuticals, Inc. (NasdaqGS:INFI) from The Vanguard Group, Inc. and others on February 9, 2023. MEI Pharma, Inc. (NasdaqCM:MEIP) entered into a definitive merger agreement to acquire Infinity Pharmaceuticals, Inc. (NasdaqGS:INFI) for $28.8 million from The Vanguard Group, Inc. and others on February 22, 2023. As per the terms of the agreement, each share of capital stock of Infinity issued and outstanding will be converted into the right to receive 1.0449 shares of common stock of MEI. Under the terms of the merger agreement, Infinity will become a wholly owned subsidiary of MEI Pharma. Pursuant to an exchange ratio set forth in the merger agreement, the pre-merger MEI Pharma shareholders are expected to own approximately 58.0% and pre-merger Infinity shareholders are expected to own approximately 42.0% of the outstanding equity of the combined company immediately following the merger. Subject to shareholder approval and the subsequent closing of the merger, the combined company is expected to be renamed and trade on the Nasdaq Stock Market. The combined company would be headquartered in San Diego, California and led by a team with extensive industry and oncology drug development expertise, including David Urso, Chief Executive Officer, Robert Ilaria, Jr., Chief Medical Officer, and Stéphane Peluso, Chief Scientific Officer. Daniel Gold and Adelene Perkins, the current Chief Executive Officers of MEI and Infinity, respectively, would serve on the Board of Directors of the combined company. The Board of Directors is expected to be composed of eight members, consisting of Norman C. Selby, currently Infinity’s Lead Independent Director, who will Chair the Board, David Urso, Daniel Gold, Adelene Perkins, two additional members designated by MEI Pharma, one additional member designated by Infinity and one member mutually agreed upon by MEI Pharma and Infinity. The Merger Agreement contains certain termination rights for both Infinity and MEI. Upon termination of the Merger Agreement by MEI under specified circumstances, MEI may be required to pay Infinity a termination fee of $4,000,000 and/or reimburse Infinity’s reasonable out of pocket fees and expenses incurred in connection with the Merger Agreement and the transaction contemplated thereby up to a maximum of $1,000,000. Upon termination of the Merger Agreement by Infinity under specified circumstances, Infinity may be required to pay MEI a termination fee of $2,900,000 and/or reimburse MEI’s reasonable out of pocket fees and expenses incurred in connection with the Merger Agreement and the transaction contemplated thereby up to a maximum of $1,000,000.
Consummation of the Merger is subject to certain closing conditions, including, among other things, the (1) approval by the stockholders of MEI of the MEI Stock Issuance, (2) the adoption by the stockholders of Infinity of the Merger Agreement, (3) authorization for listing on The Nasdaq Capital Market of the shares of MEI Common Stock (including the shares to be issued in the Merger), subject to official notice of issuance, (4) effectiveness of the Registration Statement and (5) the absence of any law, judgment, order, injunction, ruling, writ award or decree by any governmental entity of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the Merger as well as customary closing conditions and regulatory approvals. Infinity’s obligation to consummate the Merger is also subject to the condition that MEI’s final net cash is greater than or equal to $80,000,000 at closing if closing occurs on or before June 30, 2023, $78,000,000 at closing if closing occurs after June 30, 2023 but on or before July 31, 2023 and $76,000,000 at closing if closing occurs after July 31, 2023 but on or before August 31, 2023. MEI’s obligation to consummate the Merger is also subject to the condition that Infinity’s final net cash is greater than or equal to $4,000,000 at closing if closing occurs on or before June 30, 2023, $3,000,000 at closing if closing occurs after June 30, 2023 but on or before July 31, 2023, and $2,000,000 at closing if closing occurs after July 31, 2023 but on or before August 31, 2023. Combined company will continue to trade on Naddaq under a new name with Kimbrx Therapeutics. The merger agreement has been approved by the Boards of Directors of MEI and Infinity. Shareholders meeting of MEI is scheduled on July 14, 2023. As of July 5, 2023, independent proxy advisor Institutional Shareholder Services Inc. recommended that Infinity stockholders vote for the merger with MEI Pharma. As of July 7, 2023, proxy advisory firm Glass Lewis joined ISS in recommending that shareholders vote for the transaction. As on July 14, 2023, shareholders of Infinity Pharmaceuticals have approved the transaction. The transaction remains subject to approval by MEI stockholders. As per filling on July 17, 2023, MEI Pharma, Inc. mailed the letter to shareholders, encouraging them to vote FOR the pending transaction with Infinity Pharmaceuticals in connection with the MEI Pharma’s special meeting on July 23, 2023. The merger is expected to close in mid-2023.
Torreya Capital, LLC is serving as financial advisor with a service fee of $2 million to MEI Pharma, and Steven A. Navarro and Robert W. Dickey of Morgan, Lewis & Bockius LLP serving as legal counsels to MEI Pharma. Aquilo Partners, L.P. is serving as financial advisor to Infinity, and Hal J. Leibowitz, Cynthia Mazareas, Judd Abramson and Michael Gilligan of WilmerHale serving as legal counsels to Infinity. Aquilo Partners, L.P. acted as financial advisor with a service fee of $1.45 million and fairness opinion provider with a service fee of $0.5 million to the board of directors of Infinity. Torreya Capital, LLC (Torreya Partners) acted as fairness opinion provider to the board of directors of MEI. Computershare Trust Company, National Association is a transfer agent for MEI. Alliance Advisors, LLC acted as information agent with a service fee of $35,000 to MEI. Morrow & Co., LLC acted as information agent with a service fee of $35,000 to Infinity. American Stock Transfer & Trust Company, LLC acted as transfer agent to Infinity. Tim Opler, Alan Selby, Stephanie Leouzon, Vivian Xu and Nathan Oliver of Stifel Financial Corp. (NYSE:SF) acted as financial advisor to MEI Pharma, Inc.
MEI Pharma, Inc. (NasdaqCM:MEIP) cancelled the acquisition of Infinity Pharmaceuticals, Inc. (NasdaqGS:INFI) from The Vanguard Group, Inc. and others on July 23, 2023. MEI Pharma, Inc. today announced that, based on a count of the votes cast at the Company’s Special Meeting of Stockholders, MEI, by a narrow margin, did not obtain the necessary stockholder votes to approve the merger agreement with Infinity Pharmaceuticals, Inc. (“Infinity”). The certified results show that 59.70% of outstanding shares were voted, of which 47.86% voted in favor of the proposed transaction, and 51.44% against. Accordingly, MEI has sent Infinity a notice terminating the merger agreement.