BioCentury
ARTICLE | Company News

Alpha Cancer, Bradmer deal

February 24, 2014 8:00 AM UTC

The companies signed a letter of intent to combine businesses through a reverse merger with the newco to be named Alpha Cancer Technologies Inc. The close is subject to Alpha Cancer completing a private placement and approval by the boards and shareholders of both companies. Alpha Cancer plans to complete a private placement of Alpha Cancer shares, 10% convertible notes, subscription receipts and/or other securities convertible into Alpha Cancer shares for gross proceeds of C$7-C$10 million ($6.4-$9.1 million) at an offering price or conversion price of C$0.50 per Alpha Cancer share. The companies said the pricing reflects a pre-money enterprise value for Alpha Cancer of about C$25 million ($22.8 million). Alpha Cancer said it expects the merger to close within three months.

Alpha Cancer shareholders will receive one common share of the newco for each Alpha Cancer share held, and Bradmer shareholders will receive one common share of the newco for every 7.91 Bradmer shares held. Following completion of the merger and assuming C$10 million is raised in the private placement, the companies expect existing Bradmer shareholders to own about 3.4%, existing Alpha Cancer shareholders to own about 68.9% and investors in the private placement to own about 27.7% of the combined company. ...