Zelda Therapeutics Limited (ASX:ZLD) executed a Membership Interest Purchase Agreement to acquire Ilera Therapeutics on October 8, 2019. Transaction is an all-scrip transaction and a merger of equals transaction. Under the terms of the transaction, Zelda Therapeutics will issue its 113.6 million ordinary shares, 362.6 million Class A performance rights and 362.6 million Class B performance rights. The consideration shares and rights are to be issued on a pro rata basis between the Ilera Therapeutics' shareholders. Class A performance right will be able to be converted into a share subject to satisfaction of the condition that the cumulative revenues from the date of issue of the performance rights received by Zelda Therapeutics or its subsidiaries from US-based product sales exceeds $1 million. Class B Performance Right will be able to be converted into a share subject to satisfaction of the condition that the cumulative revenues from the date of issue of the performance rights received by Zelda Therapeutics or its subsidiaries from US-based product sales exceeds $2.5 million. Should all performance rights vest then the total consideration comprises 838.8 million fully paid ordinary shares comprising approximately 50% of total diluted issued capital in Zelda Therapeutics as at the date of the transaction closing. Upon completion, Zelda Therapeutics and Ilera Therapeutics will combine to form a single entity which will operate as Zelira Therapeutics Limited. Post completion, the Board of the combined company will consist of three members from Ilera Therapeutics and three members from Zelda. The proposed members from Ilera Therapeutics are Osagie Imasogie (Chairman), Lisa Gray and Oludare Odumosu and from Zelda are Harry Karelis (Deputy Chairman), Jason Peterson and Richard Hopkins. Current Zelda’s Directors, Mara Gordon and Stewart Washer will step-down from the Board once the merger has been approved. Mara Gordon will join Zelira’s Advisory Board. The management team of the combined company will be comprised of Richard Hopkins as Chief Executive Officer and Managing Director ex-US, Oludare Odumosu as Chief Executive Officer and Managing Director for the US, Tom Borger as Chief Business Officer for the US, Deborah Cooper as Director of Clinical Operations ex-US and Meghan Thomas as Manager of Operations ex-US. Transaction is subject to approval from Zelda's shareholders; any waiting period applicable to the transaction under any applicable regulatory or competition law or ASX rule having terminated or expired and all required consents, approvals, authorisations or permits under those laws have been obtained; each party receiving all such third party consents to the transaction; and all ancillary agreements and exhibits required to be handed over at closing being in a form satisfactory to the parties. An annual general meeting of the shareholders of Zelda Therapeutics will be held on November 28, 2019 to approve the transaction. At the meeting, shareholders of Zelda approved the merger. The Transaction is expected to close in the mid of December 2019.