Integrity Implants Inc. entered into a definitive agreement to acquire CHP Merger Corp. (NasdaqCM:CHPM) from Concord Health Partners, LLC and others in a reverse merger transaction on November 14, 2021. Upon closing of the business combination, the combined company will have an estimated pro-forma enterprise value of approximately $482 million. On November 30, 2021, CHP Merger and Accelus entered into a First Amendment to the business combination Agreement to reflect an Investment Agreement, dated as of November 30, 2021, between Accelus, CHP Acquisition Holdings, LLC, and certain CHP Investors, pursuant to which CHP Acquisition and such CHP Investors have committed to invest in certain convertible notes of Accelus or Series D Preferred Shares of Accelus, and Accelus has agreed to use the proceeds of the Convertible Notes and Series D so issued to, among other things, fund CHP Merger's previously announced monthly contributions of $0.0333 per share into the trust account. Upon the closing of the business combination, CHP Merger Corp. will be renamed Accelus. Chris Walsh, will become Chief Executive Officer of the combined company, Accelus. Joseph Swedish and Alex Lukianov will join the Board of Directors of the combined company.
The proposed transaction has been unanimously approved by the Boards of Directors of each of CHP Merger Corp. and Accelus and is subject to the approval of the stockholders of CHP Merger Corp. and Accelus, and the satisfaction or waiver of other customary conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”). At the upcoming special meeting of stockholders on November 24, 2021 will vote on whether to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company must complete its initial business combination from November 26, 2021 to May 26, 2022. On November 24, 2021, CHP Merger Corp. held a special meeting of stockholders relating to the proposal to amend CHP's amended and restated certificate of incorporation to extend the date by which CHP must complete its initial business combination with Integrity Implants Inc. from November 26, 2021 to May 26, 2022 which the stockholders voted to approve. The proposed transaction is expected to close in early 2022. Piper Sandler is serving as exclusive financial advisor to Accelus. Stephen Fraidin, Greg Patti, Joanna Valentine, Erica Hogan, Aaron Lang and Joseph Soltis of Cadwalader, Wickersham & Taft LLP is serving as legal advisor to Accelus. Credit Suisse is serving as financial and capital markets advisor, and J.P. Morgan Securities LLC is serving as a capital markets advisor to CHP Merger Corp. Carl Marcellino, Christopher Capuzzi, Paul Tropp, Michael Lampert, Regina Sam Penti, Elaine B. Murphy, Kellie Combs and Annise Maguire of Ropes & Gray LLP is serving as legal advisor to CHP Merger Corp.
Integrity Implants Inc. cancelled the acquisition of CHP Merger Corp. (NasdaqCM:CHPM) from Concord Health Partners, LLC and others in a reverse merger transaction on April 15, 2022. Parties terminated the merger agreement as a result of market conditions.