Polyphor AG (SWX:POLN) signed a merger agreement to acquire EnBiotix, Inc. on September 1, 2021. Pursuant to the agreement, Polyphor acquires all of the outstanding capital stock of EnBiotix in exchange for newly issued shares of Polyphor common stock. Upon completion of the merger, former EnBiotix equity holders (including investors of the planned financing round) are expected to own approximately 74-77% of Polyphor's common stock. Polyphor's current shareholders are expected to own approximately 23-26% of Polyphor's issued common shares following the closing of the merger. In a related transaction, EnBiotix agreed to acquire Inhaled Murepavadin at an agreed valuation of $10 million in exchange for 2,599,655 of common shares of EnBiotix. Additionally, prior to closing EnBiotix expects to finalize a financing round. Following closing, Polyphor will be renamed and is expected to trade under a new ticker symbol on the Swiss Stock Exchange.
Upon completion of the merger, Jeffrey D. Wager, currently Chairman and Chief Executive Officer of EnBiotix, is expected to become Chairman of the Board of Directors and Chief Executive Officer of the combined company replacing the current Chief Executive Officer, Gökhan Batur, who will oversee the next steps until the closing of the merger. Andreas Wallnöfer, Silvio Inderbitzin and Hugh O'Dowd will resign as Board members. Kuno Sommer and Bernard Bollag, current members of the Board of Directors of Polyphor, will remain as Board members. Dennis Ausiello, Dan Hartman and Robert Clarke, current members of the Board of Directors of EnBiotix, are nominated as new members the Board of Directors of the combined company. Hernan Levett, Polyphor's current Chief Financial Officer, will continue as Chief Financial Officer of the combined company. Upon completion of the merger Juergen Froehlich, Chief Medical Officer at EnBiotix, is replacing Frank Weber, who has decided to leave Polyphor end of October 2021 to pursue other career opportunities. Daniel Obrecht, Chief Scientific Officer of Polyphor, will retire from the company by end of 2021 as planned and continue to serve as a scientific consultant to the merged company.
The transaction is subject to a number of closing conditions, including approval by Polyphor and EnBiotix shareholders, satisfactory completion of due diligence and satisfactory assessment of tax consequences. The transaction has been unanimously approved by the board of directors of both companies and is expected to close in Q4 2021.