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Biotech / Medical : biotech fireworks -- Ignore unavailable to you. Want to Upgrade?

To: scaram(o)uche who wrote (7266)	10/13/2017 9:31:36 AM
From: DaveAu	Read Replies (1) \| Respond to of 7424

sec.gov *Agreement and Plan of Merger* On September 12, 2017, Inotek Pharmaceuticals Corporation (“Inotek”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Rocket Pharmaceuticals, Ltd., a privately held biopharmaceutical company (“Rocket”) and Rome Merger Sub, a wholly owned subsidiary of Inotek (“Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into Rocket (the “Merger”) at the effective time of the Merger, with Rocket continuing after the Merger as the surviving company and a wholly-owned subsidiary of Inotek. Subject to the terms and conditions of the Merger Agreement, the percentage of the combined company that Inotek stockholders will own following the closing of the Merger is subject to an adjustment based on the amount of Inotek’s net cash at the closing. On a pro forma basis, based upon the number of shares of Inotek common stock to be issued in the Merger, following the closing of the Merger current Inotek stockholders will own approximately 19% of the combined company and current Rocket shareholders will own approximately 81% of the combined company if Inotek has a valuation of at least $47 million, which is based on a projected net cash balance (or cash and cash equivalents minus outstanding liabilities) at the closing of $42 million, plus an additional $5 million of enterprise value. Under the terms of the Merger Agreement, Rocket has a stipulated valuation of $200 million which is not subject to any adjustments. Ten days prior to the closing, Inotek’s estimated net cash at closing will be mutually agreed upon and the final exchange ratio will be calculated based on the relative values of the parties as described in the Merger Agreement. If Inotek’s net cash at closing is within a range of $40.5 million to $43.5 million, no adjustment will be made to the foregoing split. Based on Inotek’s current level of net cash and taking into account Inotek’s projected expenses in connection with the proposed transaction, if the Merger were to close today, the stockholders of Inotek would own appropriately 19% of the combined company and current Rocket’s shareholders would own approximately 81% of the combined company. There can be no assurances as to Inotek’s level of net cash between now and closing.