CoreRx, Inc. entered into a definitive agreement to acquire Societal CDMO, Inc. (NasdaqCM:SCTL) 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. 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. The Offer will initially expire one minute following 11:59 p.m. (Eastern Time) on the date that is 20 business days following the commencement of the Offer, unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the ?SEC?). 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 transaction is expected to close early in the second quarter of 2024. Raymond James & Associates, Inc. is acting as financial advisor to 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.