Parties
Company
Otsuka Pharmaceutical Co., Ltd.
Company
Mindset Pharma Inc.
On August 31, 2023, Mindset Pharma Inc., a company specializing in developing psychedelic medications for neuropsychiatric and neurological disorders, entered into an arrangement for acquisition by Otsuka Pharmaceutical Co., Ltd. The transaction, valued at approximately CAD $80 million, was conducted in an all-cash format, with Otsuka's subsidiary Otsuka America, Inc. acquiring all outstanding shares of Mindset.
Each Mindset shareholder received $0.75 per share, reflecting a significant premium over the company's stock price as of August 30, 2023. The premiums were 15.4% on the closing price, 27.9% on the 30-day VWAP, and 51.5% on the 90-day VWAP. Additionally, holders of Mindset's vested options and warrants received cash payments for their value.
Makoto Inoue, President of Otsuka, highlighted the acquisition's alignment with Otsuka's focus on psychiatry and neurology. James Lanthier, CEO of Mindset, expressed enthusiasm about the deal, emphasizing its value for stakeholders and patients.
The transaction, expected to close by October 19, 2023, required approval from Mindset's shareholders and the Supreme Court of British Columbia. Mindset's Special Committee, advised by Echelon Capital Markets and legal counsel Wildeboer Dellelce LLP, and its board, advised by Irwin Lowy LLP, unanimously approved the deal. Otsuka received financial advice from Nomura Securities International, Inc. and legal counsel from McCarthy Tétrault LLP. The agreement included a $4 million termination fee under certain conditions.
Deal Type
Merger & AcquisitionIndustry
HealthcareTransaction
$ 80,000,000Deal Status
ClosedClosing Date
26 October 2023