AmpliPhi and Special Phage Services complete merger

20-Nov-2012 - USA

AmpliPhi Biosciences Corporation and Special Phage Services (SPS) are formally combined following the completion of the share exchange transaction. Now trading as Ampliphi, the enlarged company combines complementary technologies and expertise in bacteriophage-based therapies to create an exciting development stage pipeline of innovative anti-bacterials addressing the rapidly growing global market treating antibiotic resistant infections.

The transaction was effected through Ampliphi Australia Pty Limited, a wholly owned subsidiary of US-based Ampliphi, acquiring 100% of Sydney-based Special Phage Holdings Pty Limited (SPH), the holding company of SPS in a share exchange transaction. The combination with Ampliphi was accepted by 100% of SPH shareholders, and completed following execution of necessary ancillary documents.

SPH shareholders (approximately 22.7 million shares outstanding as of September 7, 2012) will receive up to 40 million shares of Ampliphi’s common stock. One half of these shares are held in escrow, of which 8 million will satisfy potential warranty claims by Ampliphi under the transaction documents, and the remaining 12 million shares to be held pending completion of certain milestones. If all shares held in escrow are released the former shareholders of SPH will hold approximately 47% of the Company (on a fully diluted basis).

Ampliphi’s President and CEO, Phil Young, continues to lead the Company alongside current Chairman Dr. Jeremy Curnock-Cook. They are joined on the board by Dr. Anthony Smithyman, the founder and past Managing Director of SPH, and Tony Gellert, previously financial adviser to SPH. Other Ampliphi board directors are Caroline Williams, Dr. Mike Perry and Louis Drapeau.

https://www.bionity.com/en/news/140533/ampliphi-and-special-phage-services-complete-merger.html