Zevra Therapeutics, Inc. (NasdaqGS:ZVRA) entered into definitive Agreement to acquire Acer Therapeutics Inc. (NasdaqCM:ACER) from funds affiliated with TVM Capital Life Science and others for $91.7 million on August 30, 2023. Under the consideration terms, Zevra will issue an aggregate of 2,960,507 shares of Zevra Common Stock for outstanding shares of Acer Common Stock, the exchange ratio being 0.121. Zevra In addition, Acer stockholders of record as of immediately prior to the effective time of the merger would receive non-transferable CVRs entitling the holders to receive up to $34 million in cash upon the achievement of certain commercial milestones for OLPRUVA, and up to an additional $42 million in cash upon the achievement of certain regulatory milestones for OLPRUVA and EDSIVO. Pursuant to the CVR, a holder of a contingent value right is entitled to receive cash payments from Zevra upon the achievement of up to four annual net sales milestones, up to three regulatory milestones and two other milestones by November 17, 2035 (the ? Milestone Period ?). Post completion, Acer Therapeutics Inc. will operate as wholly-owned subsidiary of Zevra Therapeutics, Inc. Upon termination of the merger agreement under specified circumstances, Acer may be required to pay Zevra the Termination Fee of $3.0 million.

The transaction is subject to obtaining the required stockholder approval; the waiting period applicable to the consummation of the Merger under the HSR Act, if any, will have expired or been terminated; Zevra having received an officer?s certificate duly executed by an executive officer of Acer certifying as to the satisfaction of the conditions; The Exclusive License Agreement continues to be in full force and effect; Acer having executed Lock-Up Agreements, a Stockholder Agreement and Voting and Support with certain individuals agreed to by the parties that are in full force and effect; Acer having executed Lock-Up Agreements, a Stockholder Agreement and Voting and Support with certain individuals agreed to by the parties that are in full force and effect. The Acer Board and the Zevra board of directors have both unanimously approved the merger. The Acer Board unanimously recommends that Acer shareholders vote for the merger. The registration statement was declared effective on October 10, 2023. A special meeting of stockholders of Acer Therapeutics will be held on November 8, 2023. ACer shareholders approved the transaction on November 8, 2023. The transaction is expected to close in fourth quarter of 2023.

Stephanie Hosler of Bryan Cave Leighton Paisner LLP and Nathan Ajiashvili of Nathan Ajiashvili acted as legal advisors to Zevra and Eugene Rozelman of Canaccord Genuity LLC acted as financial advisor as well as fairness opinion provider to Zevra Board. Mike Hird of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Acer, and William Blair & Company, LLC acted as financial advisor as well as fairness opinion provider to Acer Board. Advantage Proxy, Inc. acted as proxy solicitor to Acer for a fee of approximately $7,500. William Blair is to receive an aggregate fairness opinion fee of $1.0 million. A fee of approximately $1.3 million, less any fairness opinion fee previously paid to William Blair, will become payable to William Blair upon the consummation of the merger.

Zevra Therapeutics, Inc. (NasdaqGS:ZVRA) completed the acquisition of Acer Therapeutics Inc. (NasdaqCM:ACER) from funds affiliated with TVM Capital Life Science and others on November 17, 2023.