Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) has entered into a nonbinding amended and restated letter of intent to purchase medical research company Braxia Scientific Corp. (CSE: BRAX) (OTC: BRAXF) for a price tag yet to be determined.
Under the agreement, Irwin will pitch a purchase price per Braxia share based upon a valuation of the outstanding $30 million worth of Braxia shares, though the final price per Braxia share and the exchange ratio will be set forth and determined when the agreement is executed.
“We are excited to be building North America’s leading mental health and depression network under the medical expertise of Braxia’s scientific management team, including Dr. McIntyre, the world’s foremost expert in depression and ketamine research,” Irwin CEO Klee Irwin said in a statement. “This combination is a major accelerator and differentiator for Irwin’s network of Emergence clinics across the U.S. as we launch clinical research services for large pharma and emerging biotechnology companies and enhance our capacity with telemedicine capabilities.”
Klee also said the combination would give the company “access to more attractive financing, making this an attractive potential business combination for Braxia shareholders.”
The company said that the purchase price would be payable on closing by the issuance of Irwin shares to each holder of Braxia stock. Based on the closing price of Irwin shares and Braxia shares on the CSE on Jan. 25 of C$3.80 and C$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the price of Braxia shares.
The number of Irwin shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than $30 million, to be determined at a specified period of time after the closing date and as set forth in the agreement.
The LOI further states that the Irwin shares would be subject to a lock-up period and would be restricted from transfer or sale for a period of six months after close. Braxia insiders would be subject to a lock-up period of 12 months from the closing date.
The deal would bear out operations in several state markets in the U.S. and in Canada across three important business verticals: clinics, international clinical research services, and telehealth.
“This combination will optimize the drive for growth of mental health services, creating a first-mover advantage in many important markets in North America, while also expanding innovative drug development research to benefit from economies of scale across the businesses,” Irwin Naturals president Adam Berk.