Japan's Sosei to acquire Activus Pharma in stock deal

Japan's Sosei Group says that it has reached an agreement to acquire 100% of Activus Pharma, a privately-held biopharmaceutical company based in Chiba, Japan, established in 2006 as a spin-off from DIC Corp.

The deal contemplates the acquisition of 100% of the issued share capital of Activus through a stock exchange, but there will be no issuance of the new stocks to the current shareholders of Activus. In exchange for the acquired shares Sosei will offer a cash consideration to:

1) Preference shareholders. Cash consideration of 500.25 million yen ($5.5 million) will be provided. However, in case the net cash balance of the day preceding that of the share exchange is below the above sum, the net cash balance will be paid to preference shareholders, while common shareholders will be paid 1 yen per share.