M&A - Fortress Biotech, Inc.
Form Type: 8-K
Filing Date: 2025-06-05
Corporate Action: Merger
Type: Update
Accession Number: 000155837025008433
Filing Summary: On May 30, 2025, Fortress Biotech, Inc. announced the completion of a merger involving its subsidiary Checkpoint Therapeutics, Inc. and Sun Pharmaceutical Industries, Inc. According to the report, Merger Sub merged with Checkpoint, which is now a wholly-owned subsidiary of Sun Pharma. Fortress Biotech is set to receive approximately $28 million in cash from this transaction, with the potential for an additional $4.8 million conditional on reaching a regulatory milestone, as stated in the Contingent Value Rights Agreement. Furthermore, Fortress will also be entitled to receive 2.5% of net sales from specific products related to Checkpoint and Sun Pharma under a Royalty Agreement, starting from the effective date of the merger. This merger results in the deconsolidation of Checkpoint as a subsidiary of Fortress, and financial statements reflecting this change have been attached to the current report.
Additional details:
Item Description: Merger Agreement Date
Item Date: 2025-03-09
Item Description: Closing Date of Merger
Item Date: 2025-05-30
Item Description: Initial Cash Payment
Item Amount: 28000000
Item Description: Additional Potential Payment
Item Amount: 4800000
Item Description: Royalty Percentage
Item Percentage: 2.5
Form Type: 8-K
Filing Date: 2025-03-10
Corporate Action: Merger
Type: New
Accession Number: 000155837025002541
Filing Summary: On March 9, 2025, Fortress Biotech, Inc.'s subsidiary Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and its wholly-owned subsidiary. The agreement details the terms and conditions for a merger where Checkpoint will become a wholly-owned subsidiary of Sun Pharma. Each share of Checkpoint's stock will be converted into $4.10 in cash and one non-tradable contingent value right (CVR), which can yield up to an additional $0.70 upon achieving certain milestones. The consummation of the merger is contingent on the affirmative vote of a majority of Checkpoint stockholders, customary closing conditions, and specific agreements being in full effect. The merger carries standard representations, warranties, covenants, and termination rights for all parties involved, including financial penalties for early termination under certain conditions. Additionally, related agreements such as a Support Agreement and a Royalty Agreement were established to support the merger.
Additional details:
Shareholder Support Agreement: Fortress agreed to vote in favor of the merger and not to transfer its shares during the agreement's term.
Merger Cash Payment: $4.10
Contingent Value Right: Up to $0.70 based on specific milestones.
Termination Fee: $12,500,000 under specific termination circumstances.
Royalty Interest: Fortress entitled to 2.5% of net sales from certain products post-merger.
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