Vesicor Therapeutics, Inc. entered into a business combination agreement to acquire Altitude Acquisition Corp. for $71.96 million in a reverse merger transaction.
The transaction is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company?s stockholders (the ? Company Stockholder Approval ?) and Vesicor?s stockholders (the ? Vesicor Stockholder Approval ?); (ii) the receipt of consents or approvals from the applicable governmental, regulatory or administrative authorities and each applicable waiting period or consent or approval under the HSR Act shall have expired, been terminated or obtained; (iii) there has not been any legal action, suit, claim or similar hearing or proceeding brought by any governmental body, agency, authority, court, arbitrator, or any public, private or industry regulatory authority, whether international, national, foreign, Federal, state, or local. to enjoin or otherwise restrict the consummation of the transactions; (iv) Vesicor shall have performed or complied with, in all material respects, all of its obligations required to be performed or complied with at or prior to the Closing Date; (v) the Company shall have performed or complied with, in all material respects, all of its obligations required to be performed or complied with at or prior to the Closing Date; (vi) the accuracy of the representations and warranties, and the performance of the covenants and agreements, of the Company, Merger Sub and Vesicor, respectively, subject to customary materiality qualifications; (vii) the absence of a material adverse effect with respect to Vesicor; (viii) the Company?s initial listing application with the Nasdaq Stock Market, LLC, NYSE American or another agreed-upon national securities exchange (the ? Stock Exchange ?) in connection with the Merger has been conditionally approved and, immediately following the Effective Time, the Company has satisfied any applicable initial and continuing listing requirements of the Stock Exchange, and the New Vesicor Common Stock has been approved for listing on the Stock Exchange; (x) the execution of the Registration Rights Agreement and the Lock-Up Agreement; (xi) the Company?s satisfactory completion of its due diligence investigation of Vesicor; (xii) both parties? delivery of disclosure schedules within 30 days of the execution date of the Agreement; and (xiii) the parties obtaining sufficient financing prior to the Closing to pay transaction expenses and meet Altitude?s other obligations and the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission. The Vesicor Therapeutics Board of Directors has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement. Altitude Acquisition Board of Directors (including any required committee or subgroup of such board) has, (i) declared the advisability of the transactions contemplated by this Agreement.