Zevra Therapeutics, Inc. (NasdaqGS:ZVRA) entered into definitive Agreement to acquire Acer Therapeutics Inc. (NasdaqCM:ACER) for $91 million on August 30, 2023. Under the consideration terms, Zevra will issue an aggregate of 2,960,507 shares of Zevra Common Stock for 22,463,726 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. Post completion, Acer Therapeutics Inc. will operate as wholly-owned subsidiary of Zevra Therapeutics, Inc. In the event of termination, a buy-side and sell-side termination fee of $3 million is applicable.
The transaction is subject to regulatory approval and waiting period under HSR Act, approval of Acer shareholders, Lock-up agreements, stockholders agreement, Voting and support agreement and execution of CVR agreement. The board of directors of both companies has approved the merger. As a condition to enter into merger agreement, Acer and Relief Therapeutics Holding SA entered into an exclusive license agreement on August 30, 2023 and and a termination agreement terminating the collaboration and license agreement , dated March 19, 2021, by and between Acer and Relief. The transaction is expected to close in fourth quarter of 2023.
Stephanie Hosler of Bryan Cave Leighton Paisner LLP acted as legal advisor to Zevra and Canaccord Genuity Group Inc. acted as financial advisor as well as fairness opinion provider to Zevra for the transactions. 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. Daniel Sadeh and Zachary Halper of Halper Sadeh LLC and Guri Ademi of Ademi & O'Reilly, LLP are acting as fairness opinion providers to Acer shareholders.