Scilex Holding Company (NASDAQ: SCLX) announced that its subsidiaries ACEA Therapeutics Inc. and ACEA Pharma Inc. entered into a stock acquisition agreement with Phoenix Asia Holdings Limited (NASDAQ: PHOE).

Under the agreement, ACEA Therapeutics will sell 100% of ACEA Pharma's equity interests to Phoenix Asia in exchange for 100 million newly-issued ordinary shares at $10.00 per share, valued at $1 billion by the parties.

Phoenix Asia will be renamed ACEA Pharma Inc. following the transaction's completion, with its common stock expected to continue trading on Nasdaq. ACEA Therapeutics anticipates owning approximately 82% of the combined company after closing.

The boards of directors of all three companies have unanimously approved the transaction. The deal is expected to close by the end of the second quarter of 2026, subject to regulatory and stock exchange approvals and other customary closing conditions.

Scilex focuses on acquiring, developing and commercializing non-opioid pain management products. The company's commercial products include ZTlido for neuropathic pain, ELYXYB for migraine treatment, and Gloperba for gout prevention.

ACEA Therapeutics operates as a clinical-stage pharmaceutical company developing treatments for cancer, autoimmune diseases and Covid-19, with manufacturing and commercial capabilities in China. Phoenix Asia Holdings operates primarily through its subsidiary Winfield Engineering, which conducts substructure works in Hong Kong.

The information is based on a press release statement from Scilex Holding Company.