On June 27, 2017 NantCell, Inc., a member of the ecosystem of NantWorks companies, reported that it has entered into a definitive merger agreement to acquire Altor BioScience Corporation (Press release, NantCell, JUN 27, 2017, View Source [SID1234519702]). Under the terms of the merger agreement, each share of Altor BioScience capital stock will be converted into the right to receive an upfront payment of $2.00 (payable in cash and/or NantCell common stock at the election of each Altor BioScience stockholder). The upfront payment alone represents over a 20 percent premium to Altor BioScience’s most recent equity financing completed in March 2017 and a 33 percent premium to equity financings in 2016. Each share will also receive two Contingent Value Rights (CVR), which entitle its holder to receive payments of up to an additional $4.00 per share (payable in cash and/or NantCell common stock at the election of each Altor BioScience stockholder) upon achievement of a regulatory milestone and a sales milestone.

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The transaction has been approved by the boards of directors of both companies, including the independent directors of Altor BioScience, and is subject to customary closing conditions, including the approval of the acquisition by shareholders of Altor BioScience. The acquisition is expected to close in the third quarter of 2017.