Societal CDMO to be acquired by CoreRx for $1.10 per share in cash

Societal CDMO, Inc.

Offer price: $1.10 per share cash; back-end merger under Section 321(f) of PBCL with no shareholder vote.
Supporting shareholders, including directors/officers and First Light Asset Management, owning ~25.5% of shares, agree to tender.
Minimum condition: at least one share >50% of outstanding shares validly tendered, plus other customary conditions.
Termination fee of $5 million payable by Societal under specified circumstances.
Board unanimously recommends shareholders tender shares; deal expected by August 28, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Societal CDMO, Inc. entered into Agreement and Plan of Merger with CoreRx, Inc. and Cane Merger Sub, Inc. (effective 2024-02-28).

Action: entry
Agreement: merger
Counterparty: CoreRx, Inc. and Cane Merger Sub, Inc.
Effective: 2024-02-28

Exact text from the filing

On February 28, 2024, Societal CDMO, Inc., a Pennsylvania corporation (the “Company” or “Societal”), CoreRx, Inc., a Florida corporation (“Parent” or “CoreRx”), and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

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Source: SEC EDGAR

accession 0001104659-24-028781

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