SynAct Pharma AB (OM:SYNACT) entered into a conditional agreement to acquire TXP Pharma AG from Boesen Biotech ApS, GL Capital AB, TJ Biotech Holding ApS, Quantass ApS, and James Knight for approximately SEK 190 million on December 12, 2022. The purchase price consists of a fixed purchase price of SEK 136 million and a potential additional purchase price of SEK 55 million, where the fixed purchase price is paid through 2,172,523 newly issued shares in SynAct. The additional purchase price is a one-time amount of SEK 55 million which will be payable if (i) SynAct's board of directors, following the completion of the first Phase II study with one of TXP's compounds, resolves to continue the development of said compound for a subsequent Phase IIb or a Phase III study or if an application to commence such studies is filed; TXP divests or licenses one of TXP's compounds; or SynAct divests the shares in TXP. The additional purchase price shall only be payable once upon the first fulfilment of any of the events entitling to the additional purchase price. The sellers of TXP have undertaken, with certain customary exceptions, not to sell the newly issued shares received as considerations during a period of 90 days after the closing date. Subject to the extraordinary general meeting resolving to approve the acquisition and the issue of the consideration shares, the acquisition of TXP is expected to be completed around January 16, 2023. The transaction process has been handled by a committee composed of the four non-conflicted members of the board of directors, chaired by Uli Hacksell. As of January 12, 2023, the transaction has been approved by the shareholders of SynAct Pharma. Ernst & Young Corporate Finance AB acted as fairness opinion provider, Van Lanschot Kempen N.V. acted as financial advisor, and Ola Grahn of Setterwalls Advokatbyrå AB and BGPartner AG are acted as legal advisors to SynAct Pharma AB.

SynAct Pharma AB (OM:SYNACT) completed the acquisition of TXP Pharma AG from Boesen Biotech ApS, GL Capital AB, TJ Biotech Holding ApS, Quantass ApS, and James Knight on January 16, 2023.