Synergy Pharmaceuticals Inc. (SGYP: Quote) and Callisto Pharmaceuticals, Inc. (CLSP.OB) announced that they have entered into a definitive merger agreement pursuant to which Callisto will merge into Synergy.
As per the terms of the merger agreement, each outstanding share of Callisto common stock will be exchanged for 0.17 shares of Synergy common stock and the 22.30 million shares of Synergy held by Callisto will be canceled.
In addition, the shares of common stock of Synergy issued to the Callisto stockholders will be subject to a lockup beginning on the effective date of the merger and ending on the earlier of (i) eighteen months after such date or (ii) a Change in Control.
As per the terms of the merger agreement, at closing, Synergy will issue, and Callisto stockholders will receive, in a tax-free exchange, shares of Synergy common stock such that Callisto stockholders will own approximately 38.3 percent of the combined company on a pro forma basis and Synergy stockholders will own approximately 61.7 percent.
Completion of the transaction is subject to the approval of Synergy and Callisto shareholders, required regulatory approvals and certain other conditions. The transaction is expected to close by the end of October 2012.
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by RTT Staff Writer
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