Leeds, UK – 22 October 2020, – 4D pharma plc (AIM: DDDD) (“4D” or the “Company”), a pharmaceutical company leading the development of Live Biotherapeutic Products (“LBPs”), and Longevity Acquisition Corporation (NASDAQ: LOAC) (“Longevity”), a NASDAQ-listed Special Purpose Acquisition Company (“SPAC”).
Today announced the proposed combination of 4D and Longevity (the “Merger”). Upon Completion of the Merger, 4D shall be the surviving entity and the shareholders of Longevity will receive American Depositary Shares representing 4D Ordinary Shares.
· The Merger is priced at an agreed valuation of £1.10 per 4D Ordinary Share, representing an 18 per cent. premium to the £0.932 Closing Price on the Last Practicable Date.
· The Enlarged Group expects to launch a new American Depositary Receipt programme and will apply to admit its American Depositary Shares for trading on NASDAQ (the ” NASDAQ Listing”), under the ticker symbol ‘LBPS’.
· As a result of the Merger, the Enlarged Group will benefit from the US$14.6 million cash held by Longevity and backstopped by supportive investors, extending the current operational runway into early Q3 2021.
· Immediately following the Merger, 4D Shareholders will own approximately 86.9 per cent. of the issued share capital of the Enlarged Group (based on the current issued share capital of 4D and Longevity).
· Immediately following the Merger, Longevity Shareholders will own approximately 13.1 per cent. of the issued share capital of the Enlarged Group (based on the current issued share capital of 4D and Longevity).
· 4D will also maintain its current listing on AIM, under the ticker symbol ‘DDDD’.
The Merger is expected to be completed and the NASDAQ Listing is currently expected to become effective in early 2021, subject to approval of 4D Shareholders and Longevity Shareholders, and the SEC review process, of which further details are set out below. Further announcements will be made by the Company in due course.
“Despite the tremendous operational and economic challenges in 2020 created by the global pandemic, 4D has made significant strides on a number of fronts. This includes 4D presenting clinical data for Live Biotherapeutics for the treatment of cancer in combination with MSD’s Keytruda®, as well as positive Phase II results for the first drug candidate able to treat both IBS-C and IBS-D. In addition, earlier in 2020 4D was able to quickly instigate a Phase II clinical trial in COVID-19 based on our detailed understanding of our asthma program,” commented Duncan Peyton, Chief Executive Officer of 4D. “We expect that a NASDAQ Listing will allow 4D to capitalise on increased interest from US healthcare investors in recent years and provide access to a much larger pool of specialist capital, thereby increasing our global profile and exposure. NASDAQ is an attractive market for growing, innovative biotech companies. The Merger will accelerate and de-risk 4D’s admission to NASDAQ, while providing immediate access to additional funds to support our pipeline.”
Commenting on the Merger, Matthew Chen, Chief Executive Officer of Longevity said: “We are truly excited about the Merger with 4D. Our team reviewed many opportunities in a variety of industries, and determined that the Transaction with 4D would provide the greatest value to our shareholders. 4D is developing promising biotherapeutics to address unmet medical needs. We are impressed by 4D management team’s track record in drug development and partnership building. We are very excited about the future prospects of the Enlarged Group.”
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