Synergy Pharma and Callisto enter merger accord

USA-based biopharma groups Synergy Pharmaceuticals (Nasdaq: SGYP) and Callisto Pharmaceuticals (OTCBB: CLSP) entered into a definitive merger agreement pursuant to which Callisto will merge into Synergy.

Under the terms of the accord, each outstanding share of Callisto common stock will be exchanged for 0.17 shares of Synergy common stock and the 22,295,000 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) 18 months after such date or (ii) a Change in Control (as defined in the merger agreement).

At closing of the merger deal, 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% of the combined company on a pro forma basis and Synergy stockholders will own approximately 61.7%.