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Re: DewDiligence post# 192076

Thursday, 06/04/2015 12:15:49 PM

Thursday, June 04, 2015 12:15:49 PM

Post# of 251496
MTPH.L acquires DARA in reverse merger; the consideration is stock plus a CVR:

http://finance.yahoo.com/news/dara-biosciences-announces-proposed-acquisition-100000851.html

DARA has entered into a proposed acquisition agreement with Midatech whereby each share of DARA will be converted into the right to receive (i) 0.272 Ordinary Shares of Midatech, subject to certain adjustments described in more detail below, and (ii) one Contingent Value Right ("CVR").

All Midatech Ordinary Shares will be delivered to the holders of DARA Common Stock in the form of American Depositary Receipts ("ADRs"). Based on the current price of Midatech, each DARA share will be converted into ADRs with a value equivalent to approximately $1.20 per DARA share. The ADRs will be listed on NASDAQ. Current DARA stockholders are expected to own approximately 16% of Midatech after the closing of the transaction. Each CVR will represent the right to additional contingent cash payments in the event that certain sales milestones with respect to DARA's products Gelclair and Oravig are met. A maximum aggregate value of $5.7 million in cash may become due and payable to the CVR holders in 2017 and 2018 upon attainment of the defined sales thresholds in 2016 and 2017, respectively.

DARA is trading +18% to $0.95, well below the nominal $1.20 deal value.

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