Hab mal ein bisschen gewühlt und bin fündig geworden:
https://ir.aerpio.com/node/8551/html
"Dear Aerpio Stockholders:
You are cordially invited to attend the special meeting of the stockholders of Aerpio Pharmaceuticals, Inc. a Delaware corporation (referred to as “Aerpio”) which will be held at 10:00 A.M., Eastern Time, on August 17, 2021 (referred to as the “special meeting”). The special meeting will be a virtual stockholder meeting, conducted solely through remote audio access via a webcast at www.virtualshareholdermeeting.com/ARPO2021SM. In order to attend the virtual special meeting and vote online, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. This is an important special meeting that affects your investment in Aerpio.
On May 16, 2021, Aerpio and Aadi Bioscience, Inc. (referred to as “Aadi”) entered into an Agreement and Plan of Merger (referred to as the “merger agreement”), pursuant to which a wholly-owned subsidiary of Aerpio will merge with and into Aadi with Aadi surviving as a wholly-owned subsidiary of Aerpio (referred to as the “merger”). At the effective time of the merger, each share of Aadi’s common stock, par value $0.0001 per share, (referred to as “Aadi common stock”), outstanding immediately prior to the effective time of the merger will be converted into the right to receive approximately 4.9152 shares of Aerpio’s common stock, par value $0.0001 per share (referred to as “Aerpio common stock”), subject to adjustment to account for the effect of a reverse stock split of Aerpio’s common stock, at a ratio mutually agreed to by Aerpio and Aadi in the range of one new share for every five to 15 shares outstanding (or any whole number in between), to be implemented immediately prior to and contingent upon the consummation of the merger as discussed in this proxy statement, and further adjusted based on Aerpio’s net cash immediately prior to the closing of the merger. In addition, as more fully discussed in this proxy statement, each holder of Aerpio common stock as of immediately prior to the effective time of the merger shall be entitled to one contractual contingent value right issued by Aerpio, subject to and in accordance with the terms and conditions of the contingent value rights agreement to be entered into at or prior to the effective time of the merger, for each share of Aerpio common stock held by such holder. Following the merger, Aerpio will change its name to “Aadi Bioscience, Inc.” (referred to as the “combined company”).
Under the terms of the merger agreement, the number of shares of Aerpio common stock to be issued to Aadi’s stockholders, at the closing of the merger will be determined based on an exchange ratio, which will be calculated based on the total number of outstanding shares of Aerpio common stock and Aadi common stock, each on a fully-diluted basis, and the respective valuations of Aadi and Aerpio, as of immediately prior to the closing of the merger. As of the effective date of the merger agreement, the closing date valuation of Aadi (referred to as the “Aadi valuation”) is anticipated to be $82,500,000, and the closing date valuation of Aerpio (referred to as the “Aerpio valuation”) is anticipated to be $41,000,000 but is subject to adjustment as described below. Accordingly, if the closing of the merger occurs on or prior to July 26, 2021 and there is no adjustment to the Aerpio valuation as described below, then immediately following the effective time of the merger, Aadi’s stockholders will own or hold rights to acquire 66.8% of the combined company, on a fully-diluted basis, and Aerpio’s stockholders will own or hold rights to acquire 33.2% of the combined company, on a fully-diluted basis. Without giving effect to the proposed reverse stock split of Aerpio common stock or the PIPE financing described elsewhere in this proxy statement, and based on the foregoing percentages as of a July 26, 2021 closing and Aerpio’s and Aadi’s capitalization as of June 14, 2021, the exchange ratio for the Aadi common stock would be approximately 4.9152 shares of Aerpio common stock for each share of Aadi common stock (approximately 96,118,961 total shares of Aerpio common stock would be issued to Aadi’s stockholders, on a fully diluted basis). There will be no adjustment to the number of shares of Aerpio common stock to be issued to Aadi’s stockholders based on the market value of Aerpio common stock, and the market value of Aerpio’s common stock as of the date of the closing of the merger may vary significantly from the market value as of the date of this proxy statement. "
|
Thread abonnieren
