Hill Dickinson advises SalvaRx Group plc on US$67.5m disposal and demerger

Hill Dickinson’s corporate team has advised SalvaRx Group plc (AIM: SALV) (SalvaRx), a drug development company focused on acquiring and operating drug development programmes in immuno-oncology, on the completion of the sale of its 94.2 % interest in its subsidiary, SalvaRx Limited, to Portage Biotech Inc. (Portage), a public company whose shares are traded on the Canadian Stock Exchange and the US OTC market, for a total consideration of US$67.5m, being satisfied by the issued of Portage Shares to the shareholders of SalvaRx. 

The terms of the transaction were approved at meetings of the shareholders of both SalvaRx and Portage held on 8 January 2019, at which SalvaRx shareholders also approved the demerger of a majority of the new Portage shares received as consideration for the sale, representing a distribution of approximately US$1.60 per SalvaRx share.

The transaction was led by corporate partner Michael Corcoran with the assistance of associates Jack Delaney and Sam Hudson.

Jim Mellon, chairman of SalvaRx Group plc, said: ‘Completion of the disposal and the demerger provides the opportunity to unlock and maximise value for the company’s shareholders as well as to secure the funding which SalvaRx Limited requires to support the businesses forming part of its portfolio, to develop clinical proof of concept in cancer immunotherapies and, in addition, to undertake further investments in and/or acquisitions of businesses which are complementary to its portfolio.’

‘Through their holding of demerger shares, shareholders are able to retain an interest in the ongoing development of the assets in that portfolio. In addition, through their holding of ordinary shares, shareholders are also able to retain an exposure to the potential upside of the company’s development as an AIM Rule 15 cash shell.’