VBI Vaccines, Inc., and SciVac Therapeutics, Inc., announced that they have entered into an agreement and plan of merger under which SciVac has agreed to acquire VBI to form a commercial-stage company with a licensed hepatitis B (HBV) vaccine and a pipeline of preventative and therapeutic vaccine candidates.
Pursuant to the agreement, a newly-formed wholly owned subsidiary of SciVac will merge with and into VBI, with VBI surviving the Merger as a wholly owned subsidiary of SciVac, and SciVac will change its name to VBI Vaccines Inc. At the effective time of the Merger, each share of VBI common stock will be converted into the right to receive 20.808356 common shares of SciVac. In aggregate, VBI stockholders will receive approximately 541,573,712 common shares of SciVac, representing approximately 42% of the issued and outstanding shares and voting power of the combined company after giving effect to the Merger. Holders of options and warrants to purchase VBI common stock will receive options and warrants to purchase common shares of SciVac in exchange for their VBI options and warrants, as adjusted based on the Exchange Ratio but otherwise on the same terms and conditions as in the original VBI options and warrants. In total, upon consummation of the Merger, holders of VBI’s securities will receive shares, options and warrants of SciVac representing approximately 46% of the fully diluted outstanding shares of the combined company.
OPKO Health, Inc., will be the largest shareholder of the combined company, with approximately 14% of the issued and outstanding shares of the combined company.
The percentage ownerships described above are before giving effect to any concurrent financing transaction and issuance of equity incentive awards under a new equity incentive plan to be adopted at the effective time of the Merger.
The boards of directors of both companies have unanimously approved the agreement, the merger, and the transactions contemplated by the sgreement. The transactions are subject to customary closing conditions, including the approval of the shareholders of each of SciVac and VBI.
Jeff Baxter, VBI’s President and Chief Executive Officer, will be the President and Chief Executive Officer of the combined company. VBI’s Chairman of the Board, Dr. Steven Gillis, Ph.D., will serve as Chairman of the Board of the combined company. Dr. David Anderson, Ph.D., VBI’s Chief Scientific Officer, will be Chief Scientific Officer of the combined company; and Dr. Curtis Lockshin, Ph.D., SciVac’s Chief Executive Officer, will assume the role of Chief Technical Officer of the combined company.
“The acquisition of VBI provides SciVac with access to an impressive portfolio of vaccine candidates that may address large unmet needs in both infectious diseases and oncology,” said Dr. Lockshin. “We expect that our vaccine development and manufacturing capabilities, intellectual property and existing contractual relationships will allow us to further the potential of this union. In addition, with the guidance of VBI leadership, we plan to drive future sales of Sci-B-Vac, our hepatitis B vaccine, by conducting new clinical trials with the goal of securing additional regulatory approvals in key markets and indications.”
Sci-B-Vac is a commercial HBV vaccine that mimics all three viral surface antigens of the hepatitis B virus. Sci-B-Vac offers rapid onset of protection, high levels of anti-HBV antibodies and can be administered at lower doses than competing HBV vaccines. Sci-B-Vac is approved in fifteen countries and has demonstrated a favorable safety and efficacy profile in hundreds of thousands of patients.