Bison Capital Acquisition Corp. (“BCAC”), announced this morning that they have signed a definitive merger agreement with Xynomic Pharmaceuticals, Inc. Xynomic, is principally engaged in the research, development and commercialization of targeted cancer therapeutics in the U.S., Europe and China and focuses on orally delivered small molecule drugs.
Xynomic has in-licensed a clinical stage drug candidate from Pharmacyclics/AbbVie and a pre-clinical stage drug candidate from Boehringer Ingelheim. Additionally, Xynomic is collaborating with Janssen R&D, LLC in a clinical trial of a combination therapy.
Bison Capital has not filed an investor presentation or included any financial details on Xynomic, as of yet. We will further evaluate once that’s been provided.
CONSIDERATION
The merger consideration will be payable entirely in common stock of BCAC at a value of $10.15 per share consisting of:
- Closing consideration of $350 million in BCAC shares, and
- Earnout consideration of an additional $100 million in BCAC shares, subject to:
- If Xynomic obtains a worldwide exclusive license to a Phase II-ready oncology drug candidate on or prior to March 12, 2019 (to be identified)
3% of the initial BCAC shares payable to Xynomic shareholders in the merger and 3% of the earnout shares, when payable, will be held in escrow for a period of 18 months following the closing to serve as security for BCAC’s indemnity rights and any excess of the estimated closing merger consideration over the final closing merger consideration amount determined post-closing.
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