Parties
Company
Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare
Company
Searchlight Pharma Inc.
On December 23, 2022, Nuvo Pharmaceuticals Inc., known as Miravo Healthcare, agreed to sell all its shares to Searchlight Pharma Inc. at $1.35 each, a 79.8% premium over the 90-day average on the Toronto Stock Exchange. This arrangement valued Miravo's equity at approximately $15.8 million and its total enterprise at around $91.4 million. The transaction, structured under the Business Corporations Act (Ontario), also included repaying about US$78.1 million of indebtedness to Deerfield Management Company and cancelling outstanding warrants.
Miravo's President & CEO, Jesse Ledger, highlighted the transaction's benefit to shareholders, offering a significant premium and ensuring the continued availability of key healthcare products. Searchlight's President and CEO, Mark Nawacki, expressed excitement over adding Miravo's portfolio and expanding into new therapeutic areas, with teams in Montreal, Toronto, and Dublin.
The Miravo Board, after legal and financial consultation, unanimously recommended the arrangement, considering it in the company's best interests. Shareholders were advised to vote in favor. The deal required court approval and a two-thirds shareholder vote, with certain exclusions.
The arrangement, expected to close in early 2023, had typical provisions and conditions, including a clause for considering superior proposals. Termination fees were set for both parties under certain circumstances.
Advisors included Bloom Burton Securities Inc. and Goodmans LLP for Miravo, and PricewaterhouseCoopers Corporate Finance Inc., PricewaterhouseCoopers LLP, and McCarthy Tétrault LLP for Searchlight.
Deal Type
Merger & AcquisitionIndustry
HealthcareTransaction
$ 91,400,000Deal Status
ClosedClosing Date
14 March 2023