Manhattan Pharma acquires Ariston in a stock deal

New York, USA-based Manhattan Pharmaceuticals says it has completed the previously-announced merger transaction with Ariston Pharmaceuticals, a privately-held, specialty pharmaceutical company. As a result, Ariston became a wholly-owned subsidiary of Manhattan on March 12.

Under the terms of the accord, on closing, Manhattan issued 7.06 million shares of its common stock to Ariston stockholders and debt holders (which represents around 6% of Manhattan common stock on an issued and outstanding basis). Under the terms of the agreement, Manhattan could issue up to an additional 24.74 million shares upon completion of certain development milestones relating to the Ariston product candidates. If all the product development milestones are reached, former Ariston stockholders and debt holders will own 22% of Manhattan Pharmaceuticals common stock on a currently issued and outstanding basis.

In addition, Manhattan has reserved 43.63 million shares of its common stock for the possible future conversion of $16.45 million of Ariston's outstanding convertible debt. The debt holders have no recourse to Manhattan for repayment, but they do have the right to convert their notes into shares of Manhattan common stock.