Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) (“Titan”) today
announced that it has entered into a Merger and Contribution and
Share Exchange Agreement (the “Merger Agreement”) regarding a
business combination with KE Sdn. Bhd. (“KE”). The Merger Agreement
was approved by Titan’s board of directors (the “Board”). If the
Merger Agreement is approved by the stockholders of Titan and KE
(and the other closing conditions are satisfied or waived in
accordance with the Merger Agreement), and upon consummation of the
transactions contemplated by the Merger Agreement
(the “Closing”), Titan will be combined with KE in a “reverse
merger” transaction consisting of two steps:
- TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation
and a wholly owned subsidiary of BSKE Ltd. (“BSKE”), a Cayman
Islands exempted company, will merge with and into Titan
(the “Merger”); the separate existence of Merger Sub will
cease; and Titan will be the surviving corporation of the Merger
and a direct wholly owned subsidiary of BSKE.
- Within five business days of the filing by Titan and BSKE of a
proxy statement/prospectus relating to the proposed transaction,
shareholders of KE may elect to enter into a share exchange
agreement (the “Share Exchange Agreement”) with Titan and BSKE,
pursuant to which, immediately following the Merger, each KE
shareholder entering into the Share Exchange Agreement will
contribute and exchange all of his KE shares in exchange for
ordinary shares of BSKE. Titan may terminate the Merger
Agreement if fewer than all KE shareholders enter into the Share
Exchange Agreement within the specified period.
Dato’ Seow Gim Shen, Chairman of the Board and Chief Executive
Officer of Titan, is the holder of 47.4% of the outstanding shares
of KE. In addition, Mr. Seow is the sole stockholder of The Sire
Group Ltd. (“Sire”), which is the holder of Series AA Preferred
Stock currently convertible into 150,087 shares of Titan common
stock. Upon completion of the Merger, the existing security holders
of KE and Titan (excluding Sire and current Titan directors and
officers) expect to own approximately 86.7% and 13.3%,
respectively, of the outstanding shares of the combined company. It
is expected that Mr. Seow will own 48.9% of the outstanding shares
of the combined company following the Merger. Such ownership
percentages could be subject to proportional dilution for any
required financing in connection with the Closing.
Regarding the Merger, Mr. Seow commented, “We
are excited to announce this potential reverse-merger with KE, a
well-established distributor of human capital management solutions
and consulting services in the Asia Pacific region. Today’s
announcement is the product of over two years of evaluation of
numerous strategic alternatives for Titan by our Board. We believe
this potential business combination provides a uniquely attractive
opportunity to drive value creation for our stockholders and look
forward to continuing to work with our partners at KE.”
Completion of the Merger is subject to the
approval of the Merger by Titan’s stockholders and issuance of
shares related to the Merger, approval of the listing by Nasdaq of
BSKE on the Nasdaq Capital Market, post-Merger, and satisfaction or
waiver of other customary conditions set forth in the Merger
Agreement. Accordingly, there can be no assurance that the proposed
Merger will be consummated.
For further information regarding the terms and conditions
contained in the Merger Agreement, please see Titan’s Current
Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission.
About Titan Pharmaceuticals
Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), based in South San
Francisco, CA, is a development stage company previously focused on
developing proprietary therapeutics utilizing ProNeura® long-term,
continuous drug delivery technology. In December 2021, Titan
commenced a process to explore and evaluate strategic alternatives
to enhance shareholder value.
About KE Sdn. Bhd.
KE Sdn. Bhd. is a Malaysia private limited
company and one of the first licensees of PeopleSoft Human Resource
and Payroll solutions in the Asia Pacific region. As a
well-established distributor of human capital management (“HCM”)
solutions in Malaysia, KE offers PeopleSoft, Microimage, Dayforce,
and Workplaze brand software for sale by their respective vendors,
which are local or regional subsidiaries or affiliates of Oracle
Corporation, Microimage (Private) Limited, Dayforce, Inc., and
Humanica Public Company Limited; and provides consulting,
implementation, training, and continuing support services to its
clients. KE’s clients include Malaysian financial institutions,
including the Malaysian central bank, the statutory manager of
Malaysia’s private employees’ mandatory savings plan, and
Malaysia’s largest local insurance company; Malaysia’s largest
automobile manufacturer; water utilities; a Malaysian university;
and other international companies headquartered in or outside of
Malaysia.
Forward-Looking Statements
This press release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such statements involve risks and uncertainties that could
negatively affect our prospects, financial condition and stock
price. Factors that could cause actual results to differ materially
from management's current expectations include, without limitation,
Titan’s ability to consummate the Merger and ability to recognize
the anticipated benefits of the Merger; costs related to the
proposed Merger; the satisfaction of the closing conditions to the
Merger; the timing of the Closing of the Merger; global economic
conditions; geopolitical events and regulatory changes; and other
risks and uncertainties indicated from time to time in filings with
the SEC. Additional information concerning these and other
risk factors is contained in Titan’s most recent filings with the
SEC and will be contained in the Form F-4 and other filings to be
filed as result of the transactions described above. We expressly
disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations or any changes in
events, conditions or circumstances on which any such statement is
based, except as required by law.
Participants in
Solicitation
Titan, KE and their respective directors,
executive officers and other members of their management and
employees may be deemed to be participants in the solicitation of
proxies of Titan’s stockholders in connection with the potential
transactions described herein under the rules of the SEC.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Titan’s and KE’s
officers and directors in the registration statement on Form F-4 to
be filed with the SEC and will also be contained in the
proxy statement/prospectus relating to the proposed transactions
when it is filed with the SEC. These documents, when
available, may be obtained free of charge from the sources
indicated below.
Non-Solicitation
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, or a recommendation
to purchase, any securities in any jurisdiction, or the
solicitation of any vote, consent or approval in any jurisdiction
in connection with the Merger, nor shall there be any sale,
issuance or transfer of any securities in any jurisdiction where,
or to any person to whom, such offer, solicitation or sale may be
unlawful under the laws of such jurisdiction. This press release
does not constitute either advice or a recommendation regarding any
securities. No offering of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended, or an exemption therefrom.
Additional Information about the
Transactions and Where to Find It
The Merger will be submitted to the stockholders
of Titan for their consideration and approval. Titan intends to
file the Registration Statement with the SEC, which will
include a preliminary proxy statement/prospectus. A definitive
proxy statement/prospectus will be mailed to Titan’s stockholders
as of a record date to be established by Titan’s Board for voting
on the Merger. Titan may also file other relevant documents
regarding the Merger with the SEC. Titan’s
stockholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with Titan’s
solicitation of proxies for its special meeting of stockholders to
be held to approve, among other things, the Merger, because these
documents will contain important information about
Titan, KE and the Merger. Stockholders of Titan
may also obtain a copy of the preliminary or definitive proxy
statement, once available, as well as other documents filed with
the SEC regarding the Merger and other documents filed with the SEC
by Titan, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to: Titan’s Chief Executive
Officer at sgimshen@titanpharm.com.
Media & Investor Contacts
Dato’ Seow Gim Shen Chairman and
CEO sgimshen@titanpharm.com
Titan Pharmaceuticals (NASDAQ:TTNP)
Gráfica de Acción Histórica
De Jul 2024 a Ago 2024
Titan Pharmaceuticals (NASDAQ:TTNP)
Gráfica de Acción Histórica
De Ago 2023 a Ago 2024