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news.Sinclair Pharma and IS Pharma are engaged in talks about a possible merger of the two companies to create a fully integrated pan-European specialty pharmaceutical company Sinclair IS Pharma.
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It has been proposed that a merger be effected by way of an all-share offer by Sinclair Pharma (subject to the final terms and conditions of any offer) for the entire issued share capital of IS Pharma.
Sinclair shareholders would own 62.4% and IS Pharma shareholders would own 37.6% of Sinclair IS Pharma.
If Sinclair makes an offer for IS Pharma, it will also make an offer to the option holders of IS Pharma in accordance with the requirements of the Code.
Sinclair will only make an offer if both companies satisfactorily complete their confirmatory due diligence, and it has the unanimous and unqualified recommendation by IS Pharma’s Board.
Each member of the Board of Directors of IS Pharma and certain other persons as Sinclair Pharma may even be asked to give irrevocable undertakings to accept any offer in respect of all of their IS Pharma shares and/or options.
The merged entity would be headquartered in the UK with direct commercial operations in the UK, France, Germany, Italy, Spain and Ireland.
Sinclair IS Pharma will continue to focus in dermatology and specialist hospital therapies, including supportive oncology, critical care and wound care, with an in-house development capability focused on leveraging the existing portfolio as well as new development opportunities.