LG Chem, Ltd. completed the acquisition of AVEO Pharmaceuticals, Inc. from a group of shareholders.
The transaction, which was unanimously approved by both Boards of Directors of LG Chem and AVEO. The deal is subject to customary closing conditions, including approval by AVEO shareholders, the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance by the Committee on Foreign Investment in the United States and receipt of regulatory approvals. AVEO acting by unanimous written consent, established a committee (the Transaction Committee) consisting of Kenneth M. Bate, Anthony B. Evnin and Gregory T. Mayes, each of whom is an independent director of AVEO, to act on behalf of AVEO to review and evaluate potential transactions. On October 17, 2022, based on the opinion of financial advisor Transaction Committee unanimously recommended that the Board that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of AVEO stockholders. As of December 1, 2022, the waiting period under the HSR Act expired with respect to the Merger. Also on December 1, 2022, each of AVEO and LG Chem received a notice from CFIUS indicating that the joint voluntary notice submitted by AVEO and LG Chem on November 25, 2022, has been accepted for review, with December 1, 2022 constituting the first day of the 45-day initial review period, which will expire on January 17, 2023. Thereafter, the Board unanimously resolved as so recommended by the Transaction Committee. As of December 2, 2022, the special meeting of AVEO's stockholders to vote on a proposal to adopt the Merger Agreement is currently scheduled for January 5, 2023 (the Special Meeting). AVEO Oncology Reminds Stockholders to Vote FOR All-Cash Transaction with LG Chem in advance of the Special Meeting of Stockholders. As of January 5, 2023, shareholders of AVEO Pharmaceuticals, Inc. approved the transaction at the special meeting of the stockholders. On January 17, 2023, the parties received written notice from CFIUS that it had determined that there were no unresolved national security concerns regarding the transaction and that it had concluded action under Section 721 of the Defense Production Act of 1950, as amended, thereby clearing the transaction contemplated by the merger agreement. The transaction is expected to close in early 2023. The closing of the Merger is expected to occur on January 19, 2023
BofA Securities, Inc. and Merrill Lynch International, LLC acted as financial advisors to LG Chem, and Charles K. Ruck and Daniel E. Rees of Latham & Watkins LLP is serving as LG Chem's legal counsel and due diligence provider. Moelis & Company LLC is serving as exclusive financial advisor and due diligence provider to AVEO, and Cynthia T. Mazareas , Joseph C. Minko and Joseph B. Conahan of WilmerHale LLP is serving as AVEO's legal counsel and due diligence provider. Moelis & Company LLC acted as fairness opinion provider to the board of AVEO. BofA Securities, Inc. acted as due diligence provider to LG Chem. AVEO agreed to pay Moelis certain fees for its services, comprised of a non-creditable opinion fee of $750,000 upon delivery of any opinion (regardless of the conclusion reached in that opinion) and a transaction fee upon consummation of the Merger. The transaction fee is calculated by reference to the gross consideration payable in exchange for AVEO's equity in the Merger, and is currently estimated to be approximately $15.6 million. Computershare Trust Company, National Association acted as transfer agent to AVEO. AVEO retained Morrow Sodali LLC, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses.
LG Chem, Ltd. (KOSE:A051910) completed the acquisition of AVEO Pharmaceuticals, Inc. (NasdaqCM:AVEO) from a group of shareholders on January 19, 2023. Pursuant to the Merger Agreement, on January 19, 2023, at the Effective Time, (i) each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company (the Board) and from all committees of the Board on which such director served and (ii) Jaywin Lee became the sole member of the Board, at the Effective Time, each of Michael Bailey, Michael Ferraresso, Jebediah Ledell and Erick Lucera was appointed as an executive officer of the surviving corporation. There were no changes to the titles of Mssrs. Bailey, Ferraresso, Ledell or Lucera. Mr. Lucera will serve as the Company's Chief Financial Officer during a temporary transition period, following which a new Chief Financial Officer is expected to be appointed.