Immune Pharmaceuticals Ltd. (“Immune”), a privately held Israeli company, and EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) announced today that they have executed an amendment to the Merger Agreement and Plan of Reorganization that they signed on November 7, 2012.
Under the terms of the amendment, Immune may, at any time and from time to time prior to the effective time of the merger, purchase new shares of EpiCept common stock directly from EpiCept at a purchase price of $0.13 per share. Any shares of EpiCept common stock sold to Immune in such a pre-merger investment will be cancelled at the effective time of the merger, but the relative post-closing ownership percentages in the combined company will be adjusted at the closing such that, for each $100,000 invested by Immune in EpiCept pursuant to such a pre-merger investment (up to an aggregate of $500,000), the post-closing ownership percentage of the pre-closing Immune stockholders in the combined company will be increased by an additional 0.7%. The amendment results in values for EpiCept and Immune of $14 million and $61 million, respectively, for an assumed combined company valuation of approximately $75 million. The parties will negotiate any further adjustments to the relative post-closing ownership percentages in the combined company that may apply to amounts in excess of $500,000 that Immune invests by purchasing shares of EpiCept common stock from EpiCept.
The merger agreement was further amended to allow Immune time to provide its audited 2012 financial statements, which are required by February 28, 2013.
Daniel Teper, PharmD, CEO of Immune and Robert W. Cook, EpiCept’s Interim President and Chief Executive Officer, jointly commented, “This amendment was executed primarily to provide EpiCept with cost effective operating capital while the merger closing process continues. At the same time, the amendment provides Immune with time to provide its 2012 GAAP audited financial statements for inclusion in our proxy statement. As a result of the additional time allowed for receipt of the audited financial statements, we currently estimate that the merger transaction will close in the second quarter of 2013."