Leap Therapeutics, a privately-held clinical stage immuno-oncology company, and fellow USA-based Macrocure (Nasdaq: MCUR) today announced a definitive merger agreement, with the news sending the latter’s shares rocketing 122% to $2.69 in mid-morning trading.
Under the terms of the accord, Macrocure will become a wholly-owned subsidiary of Leap, and Leap will become a public company. In connection with the transaction, Leap will apply to have the shares of the combined entity listed for trading on the Nasdaq on completion.
Under the terms of the agreement, Macrocure shareholders will exchange their Macrocure shares for newly-issued shares of Leap common stock. In addition, existing Leap investors, including entities affiliated with HealthCare Ventures, have committed to invest an additional $10 million at the closing of the transaction. On a pro forma basis, after giving effect to the merger and the investment, Macrocure equity holders are expected collectively to own about 31.8%, and Leap equity holders approximately 68.2%, of the combined company, subject to certain possible adjustments based on Macrocure's net cash level at closing. Existing Leap shareholders will receive the right to a royalty, under certain circumstances, based on future net sales. The combined company is expected to have a minimum of $30 million of cash at closing to finance future operations.
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