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Rain Oncology (NASDAQ:RAIN) has agreed to be acquired by Pathos AI for $1.16, per share in cash and a potential cash payments of up to approximately $0.17 per share.
Based in Newark, California the oncology company stated that the initial cash offer represents a 17% premium over its stock price as of October 13th.
Rain Oncology announced that shareholders owning 44% of its shares have already agreed to tender their shares as part of the acquisition.
As part of the deal there is also a value right that allows for two cash payments. Pathos AI will pay $5 million or 14 cents, per share after deducting certain expenses and shortfalls in a target level of cash.
Pathos will also pay either $1 million, or about 3 cents a share, after the first patient is dosed in a clinical trial using milademetan, one of Rain’s drug candidates, or 80% of the proceeds from any license or disposition of milademetan effected within two years.
The closing of the tender offer is subject to certain conditions, and the availability of at least $49.6 million of cash and cash equivalents, net certain liabilities at closing.
Pathos has created a company that will handle the Transaction. After the tender offer ends this company will merge with Rain with Rain being the surviving entity. After the merger Rain will operate as a company, under Pathos ownership.
The deal is expected to close in January 2024.
