Nabi (NABI) Announces Reverse Merger With Biota Holdings, Current Holders Will Own 26% of New Co.
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Nabi Biopharmaceuticals (Nasdaq: NABI) announced a merger with Melbourne, Australia-based Biota Holdings Limited (ASX:BTA).
The merger will create a company named Biota Pharmaceuticals, Inc. which will be listed on NASDAQ and headquartered in the United States.
The shares of Nabi common stock issued to former Biota shareholders will represent approximately 74% of the outstanding common stock of the combined company and shares of Nabi common stock held by current Nabi shareholders will represent approximately 26% of the outstanding common stock of the combined company.
Under the deal, Nabi plans to return to its stockholders its remaining cash in excess of the US$54 million required to be held by Nabi at closing after satisfying outstanding liabilities.
In conjunction with the merger, Nabi plans to seek shareholder approval of:
(1) certain amendments to its certificate of incorporation to increase the authorized number of shares of common stock to 200,000,000 principally to allow for the issuance of new shares in the merger and to change the name of the company to "Biota Pharmaceuticals, Inc.";
(2) the issuance of new shares of Nabi common stock to the Biota shareholders in connection with the merger as required by NASDAQ; and
(3) a reverse stock split for ratios ranging from four-to-one to eight-to-one, although a final decision has not been made on whether to implement the reverse split or the exact split ratio (collectively, the "shareholder proposals").
The merger will create a company named Biota Pharmaceuticals, Inc. which will be listed on NASDAQ and headquartered in the United States.
The shares of Nabi common stock issued to former Biota shareholders will represent approximately 74% of the outstanding common stock of the combined company and shares of Nabi common stock held by current Nabi shareholders will represent approximately 26% of the outstanding common stock of the combined company.
Under the deal, Nabi plans to return to its stockholders its remaining cash in excess of the US$54 million required to be held by Nabi at closing after satisfying outstanding liabilities.
In conjunction with the merger, Nabi plans to seek shareholder approval of:
(1) certain amendments to its certificate of incorporation to increase the authorized number of shares of common stock to 200,000,000 principally to allow for the issuance of new shares in the merger and to change the name of the company to "Biota Pharmaceuticals, Inc.";
(2) the issuance of new shares of Nabi common stock to the Biota shareholders in connection with the merger as required by NASDAQ; and
(3) a reverse stock split for ratios ranging from four-to-one to eight-to-one, although a final decision has not been made on whether to implement the reverse split or the exact split ratio (collectively, the "shareholder proposals").
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