Eliem Therapeutics, Inc. (NasdaqGM:ELYM) entered into a definitive acquisition agreement to acquire Tenet Medicines, Inc. on April 10, 2024. Under the terms of the acquisition agreement, Tenet stockholders are entitled to receive shares of Eliem?s common stock upon the closing of the acquisition. Pre-acquisition Tenet equityholders are expected to own approximately 15% of the combined company, and pre-acquisition Eliem equityholders are expected to own approximately 85% of the combined company, in each case, before giving effect to the concurrent private placement. Following the closing of the acquisition, the combined company?s leadership team will include members of Tenet?s current leadership team, including Stephen Thomas, as interim Chief Executive Officer, and William Bonificio, as interim Chief Business Officer. The board of directors of the combined company will be composed of seven board members, consisting of the five existing board members of Eliem, one board member that will be named by Tenet, and Stephen Thomas, the interim Chief Executive Officer. Upon termination of the Acquisition Agreement under specified circumstances, the Company may be required to pay Tenet a termination fee of $1,000,000 and reimburse Tenet?s expenses up to a maximum of $500,000.

The acquisition agreement has been unanimously approved by the boards of directors of both companies, as well as by a special committee of Eliem?s board of directors consisting solely of independent and disinterested directors. The acquisition is expected to close in the middle of 2024, subject to approval by Eliem?s stockholders and other customary closing conditions, including, Dissenting Shares shall not exceed eight percent (8%) of the number of outstanding shares of Tenet, resignation of Tenet' directors. Concurrently with the execution of the Acquisition Agreement, each of the stockholders of Tenet entered into support and joinder agreements with the Company and Tenet to vote all of their shares of Tenet common stock in favor of adoption of the Acquisition Agreement and against any alternative acquisition proposals and RA Capital Management, L.P. and certain of its affiliated funds entered into a support agreement with the Company and Tenet to vote all of their respective shares of Company common stock in favor of the Company Voting Proposals and against any alternative acquisition proposals.

Leerink Partners is serving as the exclusive financial advisor and fairness opinion provider and Christopher D. Barnstable-Brown of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Eliem. Miguel Vega and Ryan Sansom of Cooley LLP serving as legal counsel to Tenet. American Stock Transfer & Trust Company acted as transfer agent to Eliem.