12 May 2022
Emerald Health Therapeutics agrees to sell to Skye Bioscience
On May 12, 2022, Skye Bioscience, Inc. and Emerald Health Therapeutics, Inc. entered a definitive agreement for a Plan of Arrangement, where Skye will acquire all outstanding shares of Emerald in a share-for-share transaction. Following approval from stockholders and the British Columbia Supreme Court, the transaction will result in Skye stockholders owning about 54% and Emerald shareholders about 46% of the combined entity.
Skye aims to leverage this acquisition to bolster its glaucoma treatment pipeline, expecting to fund Phase 2 studies of its lead drug, SBI-100 Ophthalmic Emulsion. Emerald shareholders are set to receive 1.95 shares of Skye for each share they hold, amounting to an issuance of approximately 416 million Skye shares. The boards of both companies have approved the Arrangement, deemed financially fair by Evans & Evans, Inc.
The transaction, subject to regulatory approvals including from the CSE, is expected to close in the third quarter of 2022. Skye and Emerald will operate under the Skye Bioscience name post-merger. Scalar CA, LLC and Evans & Evans, Inc. advised Skye and Emerald, respectively, with legal counsel from Fasken Martineau DuMoulin LLP, Morrison & Foerster LLP for Skye, and Bennett Jones LLP, Dorsey and Whitney LLP for Emerald.
The acquisition is strategically aimed at advancing Skye's proprietary technology and R&D initiatives, supported by Emerald's cash and non-cash assets, to develop a novel class of cannabinoid-derivative drug candidates for glaucoma.