Nabi Biopharmaceuticals (NABI) said Monday that it has agreed on revised terms with Biota Holdings Limited (BTA.AX) with respect to the proposed business combination transaction of the two companies.
Nabi and Biota had entered into a merger implementation agreement on April 22 according to which Nabi and Biota will form a combined company, Biota Pharmaceuticals, Inc., to be listed on NASDAQ and headquartered in the U.S.
The companies have now entered into an amendment deed to this merger agreement.
As per the revised terms, Nabi cash at closing--Nabi's assets at the completion of the Transaction will include US$27 million in cash, instead of US$54 million, as originally provided.
The company plans to return to its stockholders its remaining cash in excess of the US$27 million required to be held by Nabi at closing after satisfying outstanding liabilities, in the form of a dividend or return of capital, and currently is expected to be in the range of approximately US$28 million to US$31 million in the aggregate.
Also under the amended terms, the actual number of shares of Nabi common stock to be issued to Biota stockholders will be determined under a collar mechanism based on the volume-weighted average Biota share price on the Australian Securities Exchange during the 10 trading days prior to either the Nabi stockholder meeting or the Biota stockholder meeting.
The date on which the merger implementation agreement will automatically terminate if the transaction has not been consummated has been extended from October 31 to November 30.
The revised terms of the Transaction provide for a greater return to Nabi stockholders of cash and include a collar mechanism pursuant to which the number of shares of Nabi common stock that Biota stockholders will receive in the Transaction is linked to Biota's stock price.
The company noted that the revisions were made, in part, to address the fact that, since the Transaction was first announced in April 2012, the market value of Biota's outstanding shares has declined.
The Board of Directors of Nabi believes that, by increasing the cash return to Nabi stockholders and linking the number of shares of Nabi common stock whihcBiota stockholders will receive in the Transaction to Biota's stock price, Nabi's stockholders will receive additional value in the Transaction.
The company said that its stockholders meeting to vote on proposals related to the Transaction, which was originally scheduled to be held on September 24, will be either adjourned or postponed to a new date that it will announce.
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