Cerecor Inc. completed the acquisition of Aevi Genomic Medicine, Inc..
Michael Cola will become Chief Executive Officer and Garry Neil will become Chief Medical Officer, of the combined company. Post the acquisition, the board of directors of the combined company is expected to be made up of the existing Cerecor directors, Executive Chairman of the Board Simon Pedder, Steven J. Boyd, Peter Greenleaf, Phil Gutry, Uli Hacksell, Magnus Persson and Keith Schmidt, plus Aevi and combined company President, Chief Executive Officer and Director Michael F. Cola and Aevi independent director Sol J. Barer. The executive officers of the combined company will be James A. Harrell, Chief Commercial Officer; Joseph Miller, Chief Financial Officer; Garry A. Neil, Chief Medical Officer and Perricles Calias as Chief Scientific Officer.
The consummation of the merger is subject to customary closing conditions, including the stockholders of Aevi approving the merger and the Securities and Exchange Commission declaring effective the registration statement on which the shares of Cerecor common stock issued in the merger will be registered, third party approval and each officer and director of Aevi Genomic Medicine, Inc. shall resign. The Boards of Directors of both Aevi and Cerecor have unanimously approved the proposed transaction unanimously. Aevi will hold a special meeting of its stockholders on 2020. As of December 31, 2019, Aevi Genomic Medicine, Inc. issued notice to its shareholders for special general meeting to be held on February 3, 2020. The Board of Directors of Aevi Genomic Medicine, Inc. recommended the shareholders to approve the transaction. As on February 3, 2019, the transaction was approved by the shareholders of Aevi. The merger is expected to close during the first quarter of 2020.
Wedbush Securities Inc. acted as financial advisor and Brian M. Katz of Pepper Hamilton LLP is serving as its legal counsel to Aevi. Donald R. Reynolds, Andrew J. Gibbons and David Creekman of Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Cerecor Inc. Josh Kaufman and Jeffrey P. Libson of Cooley LLP acted legal advisors to shareholders of Aevi. Aevi Genomic Medicine paid Wedbush Securities Inc. a nonrefundable retainer of $0.05 million, $0.5 million for rendering this opinion and $1.5 million for the strategic advisor. American Stock Transfer & Trust Company, LLC acting as transfer agent for Cerecor.
Cerecor Inc. (NasdaqCM:CERC) completed the acquisition of Aevi Genomic Medicine, Inc. (NasdaqCM:GNMX) on February 3, 2020. As part of the closing, each outstanding common stock of Aevi, was converted into the right to receive (i) the fraction of a share of Cerecor common stock, at a ratio equal to 0.0334, which in the aggregate totaled approximately 3.9 million shares of Cerecor common stock issued to Aevi stockholders; (ii) one contingent value right, which represents the right to receive the pro rata portion of contingent payments of up to $6.5 million, to be paid in cash or Cerecor common stock in the sole discretion of Cerecor, upon the achievement of certain milestones in accordance with the CVR Agreement; and (iii) cash in lieu of fractional shares of Cerecor common stock, which in the aggregate totaled approximately $1,000. Following the closing of the merger, pre-closing Cerecor stockholders owned, on a fully-diluted basis approximately 93.1% of Cerecor common stock and pre-closing Aevi stockholders owned approximately 6.9% of Cerecor common stock. At closing, Aevi Genomic Medicine, Inc. will be renamed as Aevi Genomic Medicine, LLC. The surviving company, Cerecor will continue to trade on Nasdaq and Aevi has notified Nasdaq of its intention to delist its shares. Effective upon the consummation of the merger, Cerecor's Board of Directors was increased from seven to nine board seats and Sol J. Barer and Michael F. Cola were appointed to the Board. Immediately following the effective time of the merger, the Directors serving on the Board of Directors of Cerecor are: Sol J. Barer, Steven J. Boyd, Michael F. Cola, Peter Greenleaf, Phil Gutry, Uli Hacksell, Keith Schmidt, Magnus Persson and Simon Pedder.