Biogenera S.p.A. signed a frame work agreement to acquire Life Care Capital S.p.A. (BIT:LCC) 70 million in a reverse merger transaction on February 21, 2020. For each LCC ordinary share will be allocated from a minimum of 0.8282 Biogenera ordinary share (in case of payment of the Extraordinary Dividend and without any exercise of the Right of withdrawal mentioned below) to a maximum of 1.0607 ordinary share of Biogenera (in case
of exercise of the Right of Withdrawal involving the redemption or cancellation by the Company of a number of shares equal to 30% minus 1 share and the absence of any payment of the Extraordinary Dividend);
ii. no. 1 Biogenera special share will be allocated for each LCC special share, also due to the fact that it is envisaged that holders of LCC special share will not receive the Extraordinary Dividend mentioned above and that post-Merger Biogenera special share will continue to benefit from the current 1:6 conversion ratio into ordinary shares. Finally, the Merger Plan envisaged that for each LCC warrant will be allocated 1 Biogenera
warrant. The first Board of Directors of the company resulting from the Merger will be of 9 directors, including (i) 6 directors upon designation of the Promoters of LCC, including Alessandra Gavirati (as Chairman), Luigi Colombo (as Chief Operating Officer) and Alessandro Piga; (ii) 2 directors upon designation of Founding Members, in the persons of Andrea Pession (as Vice Chairman, Chief Medical Officer and Chief Scientific Officer) and Stefano Biondi; and (iii) one independent director. The company resulting from the Merger will execute a directorship agreement with Andrea Pession, who will act as Vice Chairman, Chief Medical Officer and Chief Scientific Officer.
The ordinary shares and warrants of the company resulting from the Merger will be listed on the AIM Italia. The deal is subject to approval by shareholders of Biogenera S.p.A. and Life Care Capital S.p.A by June 2020. The Board of Directors of Life Care Capital approved the transaction on February 24, 2020. The Board of Directors of Life Care Capital and Biogenera S.p.A approved the transaction on May 22, 2020. The merger deed will be signed on end of July 2020.The shareholders of Life Care did not approve the transaction. Equita SIM S.p.A and Deloitte & Touche acted as financial advisors, Chiomenti acted as legal advisor, Spada Partners acted as accountant, Marchi & Partners acted as intellectual property due diligence advisor and LC Consulting and Fondazione Charta for the business due diligence advisor for Life Care Capital. Alantra acted as financial advisor and Carnelutti acted as legal advisor for Biogenera.
Biogenera S.p.A. cancelled the acquisition of Life Care Capital S.p.A. (BIT:LCC) in a reverse merger transaction on June 30, 2020.