Virtual Therapeutics Announces Results of Tender Offer to Acquire Akili Interactive
Virtual Therapeutics announced the successful completion of its tender offer to acquire all outstanding shares of Akili Interactive for $0.4340 per share. The offer, initiated on June 3, 2024, expired on July 1, 2024, with 88.2% of Akili's shares validly tendered. This acquisition leads to Akili becoming a wholly owned subsidiary of Virtual Therapeutics, with the merger to be finalized on July 2, 2024. Consequently, Akili's shares will cease trading on Nasdaq and will be delisted. This acquisition aims to expand Virtual Therapeutics' capabilities in digital mental health services.
- Successful acquisition of 88.2% of Akili's shares for $0.4340 per share.
- Akili becomes a wholly owned subsidiary of Virtual Therapeutics, potentially expanding digital mental health services.
- Delisting of Akili from Nasdaq, affecting shareholder liquidity.
- Potential challenges in integrating Akili's operations into Virtual Therapeutics.
Insights
The acquisition of Akili Interactive by Virtual Therapeutics is an important development in the digital health and mental health space. From a financial perspective, the acquisition price of
For investors, the fact that 88.2% of outstanding shares were tendered indicates strong shareholder support for the acquisition, likely recognizing the strategic advantages and potential synergies. Immediate delisting and deregistration further emphasize Virtual Therapeutics' intent to fully integrate Akili into its operations quickly, streamlining processes and potentially reducing costs associated with compliance and regulatory filings required of publicly traded companies.
In the short term, this acquisition could positively affect Virtual Therapeutics' stock by providing a new product lineup and expanding its market reach. However, long-term success will depend on how well Virtual Therapeutics can leverage Akili's technology and expertise to drive growth and innovation.
The legal aspects of this acquisition are particularly noteworthy. The deal's completion and subsequent actions, such as the delisting from Nasdaq, indicate that the merger was well-planned and executed without substantial legal hurdles. The use of a tender offer followed by a quick merger is a strategic move often employed to expedite the acquisition process and ensure full control over the target company.
The mention of ‘properly perfected their appraisal rights under the DGCL’ refers to the Delaware General Corporation Law, allowing dissenting shareholders the right to demand a judicial appraisal of their shares. This clause is standard yet crucial, as it protects shareholders who believe the offered price undervalues their shares.
Moving forward, potential legal risks could stem from integration challenges and ensuring compliance with data privacy laws, given the nature of digital health services. Virtual Therapeutics must maintain robust legal frameworks to manage these risks effectively.
The tender offer expired at one minute after 11:59 p.m. EDT on July 1, 2024 (the “Expiration Date”). As of the Expiration Date, a total of 69,674,538 shares, representing approximately
Following completion of the tender offer, Alpha Merger Sub, Inc., a wholly owned subsidiary of Virtual Therapeutics (the “Purchaser”), will promptly merge with and into Akili (the “Merger”). The Merger is expected to occur on July 2, 2024. At the effective time of the Merger, each outstanding share of common stock of Akili that has not been validly tendered (other than shares owned by Akili, by Virtual Therapeutics, the Purchaser, any other subsidiary of Virtual Therapeutics or by any Akili stockholders who properly perfected their appraisal rights under the DGCL) will be converted automatically into the right to receive the Offer Price. As a result of the Merger, Akili will become a wholly owned subsidiary of Virtual Therapeutics.
Prior to the opening of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 2, 2024, all shares of Akili common stock ceased trading on Nasdaq, and Virtual Therapeutics intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.
“The completion of this acquisition provides a foundation for us to build a leading digital health company that is capable of bringing new behavioral services to as many patients as possible,” said Dan Elenbaas, co-founder and CEO of Virtual Therapeutics. “We look forward to leveraging Akili’s expertise and strengths as we embark on this next stage of growth for Virtual Therapeutics.”
Advisors
TD Cowen is acting as exclusive financial advisor and Goodwin Procter LLP is acting as legal counsel to Akili. Baker & McKenzie LLP is acting as legal counsel to Virtual Therapeutics.
About Akili
Akili is pioneering the development of cognitive treatments through game-changing technologies. Akili’s approach of leveraging technologies designed to directly target the brain establishes a new category of medicine – medicine that is validated through clinical trials like a drug or medical device but experienced like entertainment. Akili’s platform is powered by proprietary therapeutic engines designed to target cognitive impairment at its source in the brain, informed by decades of research and validated through rigorous clinical programs. Driven by Akili’s belief that effective medicine can also be fun and engaging, Akili’s products are delivered through captivating action video game experiences.
About Virtual Therapeutics
Virtual Therapeutics is a digital health company delivering scalable, accessible, affordable, and personalized solutions for mental health and mental fitness. Leveraging extensive expertise as game developers, the company crafts and curates rich, appealing experiences that combine proven therapeutic techniques with modern gameplay mechanisms to delight and engage users. Virtual Therapeutics uses powerful cloud-based platform to gather and analyze various data streams to continuously measure, validate, and report effectiveness, seamlessly deploy and maintain its solutions, and provide users and partners with a truly turnkey experience. For more information, visit https://www.vthera.com/.
Forward-looking Statements
This communication contains “forward-looking statements” relating to the acquisition of Akili by Virtual Therapeutics. Such forward-looking statements include, but are not limited to, statements regarding the payment and timing of payment of the Offer Price to former Akili stockholders and the ability and timing of delisting of Akili’s common stock. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are neither historical facts nor assurances of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. Although Virtual Therapeutics and Akili believe that the expectations reflected in such forward-looking statements are reasonable, they cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions and the timing and results of any developments. Additional factors that may affect the future results of Akili are set forth in Akili’s filings with the
The forward-looking statements contained in this release are made as of the date hereof, and Virtual Therapeutics and Akili undertake no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240701029834/en/
Ian Stone, Inizio Evoke Communications
ian.stone@inizioevoke.com
619-518-3518
Source: Virtual Therapeutics
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