Xynomic Closed a Short Form Merger for "Going Private" Transaction

Rhea-AI Summary

Xynomic Pharmaceuticals Holdings, Inc. (OTC: XYNO) announced a merger with Xu-Nuo Pharma, Inc., effectively going private as of June 17, 2021. The merger allows Xynomic shareholders to receive US$4.49 per share as cash consideration, while their shares will be delisted from the OTC Pink Marketplace. Since Xu-Nuo holds approximately 98% of Xynomic's outstanding shares, shareholder voting was not required, but dissenters' rights are available under Delaware law. Post-merger, Xu-Nuo will continue Xynomic's business operations.

Positive

• Shareholders receive US$4.49 per share as part of the cash merger consideration.
• The merger simplifies ownership, with Xu-Nuo Pharma holding 98% before the merger.

Negative

• Delisting from the OTC Pink Marketplace removes access to public trading for shareholders.
• Shareholders may face limitations regarding dissenters' appraisal rights.

NEW YORK, New York and SHANGHAI, June 17, 2021 (GLOBE NEWSWIRE) -- Xynomic Pharmaceuticals Holdings, Inc. (“Xynomic”, OTC: XYNO), a clinical stage US-China oncology drug development company, announced that it closed a short form merger with and into Xu-Nuo Pharma, Inc., a Delaware corporation and holder of approximately 98% of the outstanding common shares in Xynomic (“Parent”) pursuant to an agreement and plan of merger (the “Merger Agreement”) with Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Xynomic merged with and into Parent, with Parent continuing as the surviving corporation of the merger (the “Merger”) at about 8:30 a.m. Eastern Time on June 17, 2021, or the effective time of the Merger. The Merger effects the going private with respect to Xynomic under Delaware General Corporation Law (“DGCL”) and delists Xynomic from the OTC Pink Marketplace (the “Going Private Transactions”).

At the effective time of the Merger, (i) each share of capital stock issued and outstanding of Xynomic immediately prior to the effective date of the Merger (other than dissenting shares and shares owned by the Parent) will be changed for a right to receive US$4.49 per share, without interest (the “Cash Merger Consideration”); (ii) each outstanding option of Xynomic, as of the effective date of the Merger, will be assumed by Parent at the same exercise price with identical terms and conditions; and (iii) each outstanding warrant of Xynomic, as of the effective date of the Merger, will be assumed by Parent and automatically convert into a warrant to purchase the same number of shares of common stock of Parent at the same exercise price with identical terms and conditions.

Xynomic’s board of directors (the “Board”), acting upon the recommendation by a special committee established in the connection with the Merger, approved the Merger Agreement and the transaction contemplated thereunder. Because the Parent owned more than 90% of the outstanding shares of common stock in Xynomic, the shareholders of Xynomic are not entitled to vote their shares of Xynomic’s common stock with respect to the Merger, but will be entitled to dissenters’ appraisal rights (the “Dissenters’ Appraisal Rights”) under and in accordance with the Delaware General Corporation Law, or the DGCL.

Following the effectiveness of the Merger, Parent will carry on the business of Xynomic as its primary line of business. The shares of the common stock and the warrants of Xynomic are no longer quoted on the OTC Pink Marketplace.

Additional Information About the Merger

In order to perfect the Dissenters’ Appraisal Rights set forth in Section 262 of the DGCL, a dissenter notice will be mailed to holders of shares of common stock of Xynomic immediately following the closing of the Merger on June 17, 2021.

Use of Forward-Looking Statements

This press release contains “forward-looking” statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continues,” or the negative of these terms or other similar expressions.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

These forward-looking statements are based on information available as of the date of this communication, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Xynomic's views as of any subsequent date, and Xynomic does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.  You should not place undue reliance on these forward-looking statements.  As a result of a number of known and unknown risks and uncertainties, Xynomic's actual results or performance may be materially different from those expressed or implied by these forward-looking statements.  Some factors that could cause actual results to differ include Xynomic's ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition and the ability of Xynomic to grow and manage growth profitably following the transaction; changes in applicable laws or regulations; the possibility that Xynomic may be adversely affected by other economic, business, and/or competitive factors; and the risks more fully described in filings that Xynomic made with the SEC.

Investor Relations, Media, and Business Development Contact:
angela.feng@xynomicpharma.com

FAQ

What is the significance of the merger between Xynomic and Xu-Nuo Pharma?

The merger allows Xu-Nuo to consolidate ownership, providing Xynomic shareholders with US$4.49 per share while delisting Xynomic from public trading.

When did the merger between Xynomic and Xu-Nuo Pharma take place?

The merger was effective on June 17, 2021.

Will Xynomic shareholders get any cash from the merger?

Yes, shareholders will receive US$4.49 per share as cash consideration.

What happens to Xynomic shares after the merger?

Following the merger, Xynomic shares will be delisted and no longer quoted on the OTC Pink Marketplace.

What rights do Xynomic shareholders have post-merger?

Shareholders have dissenters' appraisal rights under Delaware law to contest the merger.