On November 4, 2022 Reaction Biology Corporation ("Reaction"), an industry-leading provider of drug discovery services, and Vyant Bio, Inc. ("Vyant Bio") (Nasdaq: VYNT), an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders, reported that the companies have closed on a definitive agreement for Reaction to acquire Vyant Bio’s subsidiary vivoPharm LLC, located in Hershey, Pennsylvania (Press release, Vyant Bio, NOV 4, 2022, View Source [SID1234623132]).
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Reaction will retain U.S. personnel from the acquired operations to establish its Hershey, Pennsylvania presence, which includes in vitro and in vivo capabilities. Through the acquisition, Reaction gains laboratory facilities, equipment, employees, cell lines and capabilities (in pharmacology, toxicology, pathology and bio analytics) that further expand the industry-leading suite of drug discovery services that Reaction provides for its biopharmaceutical customers. The purchase price for this transaction is $5.5 million in an upfront cash payment, subject to customary adjustments for working capital, closing cash, indebtedness and transaction expenses. After these closing adjustments were reflected, $5.5 million was paid at closing. Vyant Bio expects to net approximately $4.4 million in cash after tax and transaction related expenses, as well as incur $0.6 million in exit costs associated with this transaction.
"vivoPharm’s U.S. operations are highly complementary to Reaction’s existing suite of drug discovery CRO services, enabling us to build upon our legacy of excellent science and customer-centric innovation," said John H. Johnson, Chief Executive Officer of Reaction Biology. "This investment in talent, infrastructure and resources is an important step in our roadmap for fully realizing Reaction’s potential as a provider of solutions for discovery and development of new drug candidates."
"This transaction provides non-dilutive capital and enables Vyant Bio to further concentrate our efforts to more rapidly advance our therapeutic pipeline in genetic CNS disorders," said Jay Roberts, President and Chief Executive Office of Vyant Bio. "Reaction is an ideal partner to leverage vivoPharm’s preclinical oncology and immuno-oncology drug discovery services, including one of the broadest collections of syngeneic tumor models, well-characterized tumor cell lines and highly qualified technicians using our state-of-the art laboratories."
White & Case LLP served as Reaction’s legal counsel. Lowenstein Sandler LLP served as Vyant Bio’s legal counsel. Colliers Securities LLC and Lake Street Capital Markets LLC acted as financial advisors to Vyant Bio in the transaction.