VBI Vaccines Inc. (NASDAQ:VBIV) (“VBI”) and SciVac Therapeutics Inc. (TSX:VAC and OTCQX:SVACF) (“SciVac”) announced today that they have entered into an agreement and plan of merger (the “Agreement”) under which SciVac has agreed to acquire VBI to form a commercial-stage company with a licensed hepatitis B (“HBV”) vaccine and a pipeline of preventative and therapeutic vaccine candidates.Pursuant to the Agreement, a newly-formed wholly owned subsidiary of SciVac will merge with and into VBI (the “Merger”), with VBI surviving the Merger as a wholly owned subsidiary of SciVac, and SciVac will change its name to VBI Vaccines Inc. At the effective time of the Merger, each share of VBI common stock will be converted into the right to receive 20.808356 common shares of SciVac (the “Exchange Ratio”). In aggregate, VBI stockholders will receive approximately 541,573,712 common shares of SciVac, representing approximately 42% of the issued and outstanding shares and voting power of the combined company after giving effect to the Merger. Holders of options and warrants to purchase VBI common stock will receive options and warrants to purchase common shares of SciVac in exchange for their VBI options and warrants, as adjusted based on the Exchange Ratio but otherwise on the same terms and conditions as in the original VBI options and warrants. In total, upon consummation of the Merger, holders of VBI’s securities will receive shares, options and warrants of SciVac representing approximately 46% of the fully diluted outstanding shares of the combined company. OPKO Health, Inc. (NYSE: OPK) will be the largest shareholder of the combined company, with approximately 14% of the issued and outstanding shares of the combined company. The percentage ownerships described above are before giving effect to any concurrent financing transaction and issuance of equity incentive awards under a new equity incentive plan to be adopted at the effective time of the Merger.
The boards of directors of both companies have unanimously approved the Agreement, the Merger and the transactions contemplated by the Agreement. The transactions are subject to customary closing conditions, including the approval of the shareholders of each of SciVac and VBI.
Jeff Baxter, VBI’s President and Chief Executive Officer, will be the President and Chief Executive Officer of the combined company. VBI’s Chairman of the Board, Dr. Steven Gillis, Ph.D., will serve as Chairman of the Board of the combined company. Dr. David Anderson, Ph.D., VBI’s Chief Scientific Officer, will be Chief Scientific Officer of the combined company; and Dr. Curtis Lockshin, Ph.D., SciVac’s Chief Executive Officer, will assume the role of Chief Technical Officer of the combined company.
“The acquisition of VBI provides SciVac with access to an impressive portfolio of vaccine candidates that may address large unmet needs in both infectious diseases and oncology,” said Dr. Lockshin. “We expect that our vaccine development and manufacturing capabilities, intellectual property and existing contractual relationships will allow us to further the potential of this union. In addition, with the guidance of VBI leadership, we plan to drive future sales of Sci-B-Vac, our hepatitis B vaccine, by conducting new clinical trials with the goal of securing additional regulatory approvals in key markets and indications.”
Sci-B-Vac is a commercial HBV vaccine that mimics all three viral surface antigens of the hepatitis B virus. Sci-B-Vac offers rapid onset of protection, high levels of anti-HBV antibodies and can be administered at lower doses than competing HBV vaccines. Sci-B-Vac is approved in fifteen countries and has demonstrated a favorable safety and efficacy profile in hundreds of thousands of patients.
“We are excited to join with SciVac in the planned growth of market penetration for Sci-B-Vac while simultaneously advancing our pipeline of vaccine candidates,” said Jeff Baxter. “VBI will bring to the combined company its proprietary eVLP and LPV platforms, a pipeline of vaccine candidates, strong immunology and biologics formulation expertise and an experienced board and management team. We’re thrilled to combine with SciVac’s assets and talent to create what we believe will become a leading vaccine developer with global aspirations.”
VBI’s eVLP Platform enables the development of enveloped (“e”) virus-like particle (“VLP”) vaccines that closely mimic the structure of enveloped viruses. VBI’s lead eVLP asset is a preventative cytomegalovirus (“CMV”) vaccine; VBI has initiated work for GMP manufacturing of its CMV candidate for use in formal preclinical and Phase I trials. VBI’s eVLP Platform has also given rise to a novel therapeutic vaccine candidate for glioblastoma (“GBM”) and a preventative vaccine for respiratory syncytial virus (“RSV”). VBI’s Lipid Particle Vaccine ("LPV") Platform is a proprietary formulation and process that enables the development of vaccines and biologics that can withstand storage or shipment at constantly fluctuating temperatures.
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Key Transaction Details
On October 26, 2015, VBI filed a Current Report on Form 8-K, SciVac will furnish a Report on Form 6-K with the U.S. Securities and Exchange Commission (the “Current Reports”) and SciVac will file a Material Change Report with the Canadian Securities Commissions (the “Material Change Report”), in each case with respect to the Merger. The Current Reports are or will be available for review at www.sec.gov, and the Material Change Report will be available for review at www.sedar.com. The information in this press release is qualified in its entirety by reference to the Current Reports, the Material Change Report and the Merger Agreement included as an exhibit to such reports.
After taking into consideration, among other things, the terms of the Merger and following discussions with its legal and financial advisors, SciVac's board of directors has unanimously concluded that the Merger is fair to, and in the best interests of SciVac and the acquisition subsidiary, respectively, and their respective shareholders, and declared it advisable to enter into the Agreement and consummate the Merger. SciVac's board of directors intends to recommend in the management information circular to be mailed in connection with a SciVac shareholder meeting to approve the Merger that SciVac's shareholders vote in favor of the Merger in all respects.
Similarly, after taking into consideration, among other things, the terms of the Merger and following discussions with its legal and financial advisors, VBI's board of directors has unanimously concluded that the Merger is fair to, and in the best interests of VBI and its stockholders, and has declared it advisable to enter into the Agreement and consummate the Merger, and plans to recommend in the proxy statement to be mailed in connection with a VBI stockholder meeting to approve the Merger that VBI’s stockholders vote in favor the Merger in all respects.
Shareholders collectively holding approximately 41% of the issued and outstanding SciVac common shares and stockholders collectively holding approximately 39% of the issued and outstanding VBI common stock have agreed to vote in favor of the Merger.
Greenberg Traurig, P.A. served as legal counsel to SciVac, and Mitchell Silberberg & Knupp LLP served as VBI’s legal counsel. Blake, Cassels & Graydon LLP served as Canadian counsel to SciVac, and Borden Ladner Gervais LLP served as Canadian counsel to VBI. Pearl Cohen Zedek Latzer Baratz served as SciVac’s Israeli legal counsel, and Yehuda Raveh & Co. served as VBI’s Israeli legal counsel.