Paulson Capital (Delaware) Corp., a publicly traded Delaware corporation (Nasdaq:PLCC) ("Paulson"), and privately owned Variation Biotechnologies (US), Inc., a Delaware corporation ("VBI"), announced today that they have signed a definitive merger agreement. Under the agreement, VBI will become the operating subsidiary of Paulson and VBI's pre-merger stockholders will acquire shares of Paulson Common Stock that will represent approximately 59% of the outstanding voting power of Paulson capital stock upon consummation of the transactions contemplated by the merger agreement, including a concurrent private placement of Paulson Common Stock with gross proceeds of at least $11,000,000 to certain institutional stockholders of VBI and an additional institutional investor that has been identified.
Upon completion of the merger, Paulson will be renamed VBI Vaccines, Inc. and, if NASDAQ approves VBI's initial listing application in connection with the merger, Paulson Common Stock will continue to trade on The NASDAQ Capital Market after the merger.
Upon the merger, Jeff Baxter, President and Chief Executive Officer of VBI, will be appointed as the President and Chief Executive Officer of Paulson (to be renamed VBI Vaccines, Inc.) and the company will be headquartered in Cambridge, Massachusetts, with research and development facilities in Ontario, Canada. "A merger with Paulson provides a strong financial foundation with enhanced access to capital to further VBI's mission of innovative vaccine formulation, development, and delivery of safe and effective prophylactic and therapeutic vaccines," Mr. Baxter said. "This transaction represents an excellent opportunity to progress our eVLP platform and lead CMV candidate into clinical development and to meet our long-term growth objectives through the acquisition of novel and innovative platforms and clinical assets."
Trent D. Davis, President of Paulson, said, "We are very pleased to announce that we have reached an agreement to merge with VBI. VBI has world class leadership and a scientific team with a proven track record developing products that address critical unmet medical needs."
Mr. Davis added, "After we sold our brokerage business in May 2012, and in view of the contemplated retirement of our founder and Chairman, Chester Paulson, which became effective at the end of last year, our Board has been exploring a variety of options including changes to our operating subsidiary's ownership structure and its investment banking operations. As part of this new strategy, our Board has decided to pursue a merger with VBI, which we believe will create more value for our stockholders over the long term than Paulson could otherwise achieve as an independent, stand-alone company. Upon consummation of the merger, we intend to form an irrevocable liquidating trust for the benefit of certain legacy shareholders who were holders of record of our stock on October 11, 2013, as previously announced in our public filings. The trust will hold the non-operating assets of our current operating subsidiary, Paulson Investment Company, Inc., which will be liquidated and distributed to the legacy shareholders over time."
The merger has been approved by the Boards of Directors of both companies and by the requisite majority of VBI's stockholders and is subject to certain conditions, including NASDAQ approval of an initial listing of the merged entity's Common Stock on NASDAQ on a post-merger basis, the execution of documentation whereby Paulson's ownership in Paulson Investment Company, Inc. ("PIC") will be diluted to 0.01%, FINRA approval of a change in the equity control of PIC resulting from the merger and the restructuring of the ownership of PIC, the closing of the $5.25 million investment in Paulson that has been held in escrow since July 2013, approval of the merger by Paulson's stockholders and other customary closing conditions.
Holland & Knight LLP is serving as counsel to Paulson in the transaction, and Richardson & Patel LLP is acting as counsel to VBI.
Paulson Capital (Delaware) Corp. is a holding company founded in 1970 whose operating subsidiary, PIC, is a boutique investment banking firm through which substantially all of Paulson's business has been conducted. PIC has served as a regional, full-service investment bank, underwriter and placement agent for small-cap and emerging growth issuers. PIC currently maintains offices in Portland, San Francisco, and New York. Paulson's shares trade on The NASDAQ Capital Market under the symbol PLCC. For more information on Paulson, please visit its Web site at http://www.paulsoninvestment.com.