CoreRx, Inc. entered into a definitive agreement to acquire Societal CDMO, Inc. (NasdaqCM:SCTL) from First Light Asset Management, LLC and Others for approximately $120 million on February 28, 2024. Under terms of the merger agreement, CoreRx will promptly commence a cash tender offer to acquire all outstanding shares of Societal CDMO common stock for $1.10 per share in cash, subject to applicable tax withholding, and Societal CDMO has agreed to file a recommendation statement containing the unanimous recommendation of its board of directors that Societal CDMO shareholders tender their shares to CoreRx. CoreRx expects to fund the Offer and the Merger through a variety of sources, including available cash ( Equity Contribution in a minimum amount of $100,000,000) and debt financing contemplated by an amended and restated debt commitment letter with Oaktree Capital Management, L.P. Pursuant to the Debt Commitment Letter, Oaktree committed to provide, subject to the terms and conditions debt financing in an aggregate principal amount of $100.0 million to finance the transactions contemplated by the Merger Agreement, pay off certain existing indebtedness of SCTL and Parent and pay related fees and expenses. The transaction is subject to the tender of a majority of the outstanding shares of Societal CDMO?s common stock, as well as other customary closing conditions. Following the successful closing of the tender offer, CoreRx will acquire all remaining shares of Societal CDMO that are not tendered into the tender offer through a second-step merger at the same price of $1.10 per share, without the vote of Societal CDMO shareholders. The merger will be effected as soon as practicable after the closing of the tender offer. Until that time, Societal CDMO will continue to operate as a separate and independent company. In case of merger termination, Societal CDMO will be required to pay CoreRx a termination fee in the amount of $5,000,000.

Societal CDMO?s board of directors unanimously approved the transaction and plans to recommend that all shareholders tender their shares in the tender offer. The offer will expire on April 5, 2024. The transaction is expected to close early in the second quarter of 2024. Raymond James & Associates, Inc. is acting as financial advisor and provided fairness opinion to the Board of Societal CDMO. Rachael Bushey, Jennifer Porter and Laura Gulick of Goodwin Procter LLP acted as legal advisor for Societal. Gerald F. Roach, Byron B. Kirkland and Heyward D. Armstrong of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. acted as legal advisor for CoreRx, Inc. Ropes & Gray LLP also served as legal advisors to CoreRx. CoreRx retained D.F. King & Co., Inc. to act as the Information Agent and Broadridge Corporate Issuer Solutions, LLC to act as the Depositary and Paying Agent in connection with the Offer. Broadridge Corporate Issuer Solutions, Inc. acted as depsoitary and tranfer agent to SCTL. Raymond James & Associates, Inc., Goodwin Procter LLP and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. also acted as due diligence providers in the transaction.

CoreRx, Inc. completed the acquisition of Societal CDMO, Inc. (NasdaqCM:SCTL) from First Light Asset Management, LLC and Others on April 8, 2024. The tender offer expired on April 5, 2024 and was not extended. 102,588,622 Shares were validly tendered and not validly withdrawn, representing approximately 92.8% of the issued and outstanding Shares as of the Expiration Date. Following completion of the tender offer, CoreRx completed the acquisition of Societal CDMO through the previously planned second-step merger under Section 321(f) of the Pennsylvania Business Corporation Law of 1988 and Societal CDMO became a wholly owned subsidiary of CoreRx. The common stock of Societal CDMO will be delisted from the Nasdaq Capital Market. David Enloe, Jr., Matt Arens, William Ashton, Elena Cant, Winston J. Churchill, James Miller, Laura Parks, Bryan Reasons and Wayne Weisman resigned as directors of Societal CDMO. Jeffrey Edwards and Vern Davenport became the directors of the Surviving Company. All of Societal CDMO's officers immediately prior to the Effective Time resigned as officers of Societal CDMO and Jeffrey Edwards, President of CoreRx, and Vern Davenport, Secretary and Treasurer of CoreRx immediately prior to the Effective Time, became the (i) President and (ii) Secretary and Treasurer, respectively, of the Surviving Corporation. As of April 5, 2024, a sufficient number of Shares were validly tendered and not validly withdrawn such that the Minimum Condition was satisfied. Each condition to the Offer was satisfied or waived, and, on April 8, 2024, CoreRx irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.