Societal CDMO (SCTL) Acquired by CoreRx for $1.10/sh Cash

February 28, 2024 4:29 PM EST

Societal CDMO, Inc. (“Societal CDMO”) (Nasdaq: SCTL), a contract development and manufacturing organization (CDMO) dedicated to solving complex formulation and manufacturing challenges primarily in small molecule therapeutic development, today announced that it has entered into a definitive agreement with CoreRx, Inc. (“CoreRx”) under which CoreRx will acquire Societal CDMO. CoreRx will commence a tender offer to acquire all outstanding shares of Societal CDMO for $1.10 per share in cash, subject to any applicable tax withholding. Societal CDMO’s board of directors unanimously approved the transaction and plans to recommend that all shareholders tender their shares in the tender offer.

“We are pleased to enter into this transaction with CoreRx, which delivers substantial value to our shareholders and is the outcome of a thorough review process overseen by the Societal CDMO board of directors,” said Wayne Weisman, executive chairman of Societal CDMO’s board of directors.

“The enhanced CDMO that will be created through this transaction will be positioned to offer both existing and new customers strength in formulation development, early-stage production, clinical trial services, commercial-scale manufacturing, and a range of packaging services. The prospects for this combined entity to establish itself as a preferred CDMO partner in the small molecule space are bright and we look forward to the opportunity to contribute to the new company’s success,” said David Enloe, chief executive officer of Societal CDMO. “We are proud to see our team’s accomplishments and are truly grateful for the contributions made by all team members to the success of the company. I am confident that this transaction will maximize value for our shareholders.”

Transaction DetailsUnder terms of the merger agreement, CoreRx will promptly commence a cash tender offer to acquire all outstanding shares of Societal CDMO common stock for $1.10 per share in cash, subject to applicable tax withholding, and Societal CDMO has agreed to file a recommendation statement containing the unanimous recommendation of its board of directors that Societal CDMO shareholders tender their shares to CoreRx. The transaction is expected to close early in the second quarter of 2024. The transaction is subject to the tender of a majority of the outstanding shares of Societal CDMO’s common stock, as well as other customary closing conditions. Following the successful closing of the tender offer, CoreRx will acquire all remaining shares of Societal CDMO that are not tendered into the tender offer through a second-step merger at the same price of $1.10 per share, without the vote of Societal CDMO shareholders. The merger will be effected as soon as practicable after the closing of the tender offer. Until that time, Societal CDMO will continue to operate as a separate and independent company.

Raymond James & Associates, Inc. is acting as financial advisor to Societal CDMO.

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