• 22 Aug 2024
• Admin
• News Article

Titan Pharma Enters into Merger Agreement with KE Sdn. Bhd.

Overview

Titan Pharmaceuticals, Inc. announced that it has entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) regarding a business combination with KE Sdn. Bhd. (“KE”). The Merger Agreement was approved by Titan’s board of directors (the “Board”). If the Merger Agreement is approved by the stockholders of Titan and KE (and the other closing conditions are satisfied or waived in accordance with the Merger Agreement), and upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Titan will be combined with KE in a “reverse merger” transaction consisting of two steps:

The Merger

TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of BSKE Ltd. (“BSKE”), a Cayman Islands exempted company, will merge with and into Titan (the “Merger”); the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the Merger and a direct wholly owned subsidiary of BSKE.

Share Exchange Agreement Details

• Within five business days of the filing by Titan and BSKE of a proxy statement/prospectus relating to the proposed transaction, shareholders of KE may elect to enter into a share exchange agreement (the “Share Exchange Agreement”) with Titan and BSKE, pursuant to which, immediately following the Merger, each KE shareholder entering into the Share Exchange Agreement will contribute and exchange all of his KE shares in exchange for ordinary shares of BSKE. 
• Titan may terminate the Merger Agreement if fewer than all KE shareholders enter into the Share Exchange Agreement within the specified period.

Ownership Structure Post-Merger

• Dato’ Seow Gim Shen, chairman of the board and chief executive officer of Titan, is the holder of 47.4% of the outstanding shares of KE. 
• In addition, Seow is the sole stockholder of The Sire Group Ltd. (“Sire”), which is the holder of Series AA Preferred Stock currently convertible into 150,087 shares of Titan common stock. 
• Upon completion of the Merger, the existing security holders of KE and Titan (excluding Sire and current Titan directors and officers) expect to own approximately 86.7% and 13.3%, respectively, of the outstanding shares of the combined company. 
• It is expected that Seow will own 48.9% of the outstanding shares of the combined company following the Merger. 
• Such ownership percentages could be subject to proportional dilution for any required financing in connection with the closing.

Words from CEO: Titan

Regarding the Merger, Seow commented, “We are excited to announce this potential reverse-merger with KE, a well-established distributor of human capital management solutions and consulting services in the Asia Pacific region. Today’s announcement is the product of over two years of evaluation of numerous strategic alternatives for Titan by our Board. We believe this potential business combination provides a uniquely attractive opportunity to drive value creation for our stockholders and look forward to continuing to work with our partners at KE.”

Conditions for Merger Completion

• Completion of the Merger is subject to the approval of the Merger by Titan’s stockholders and issuance of shares related to the Merger, approval of the listing by Nasdaq of BSKE on the Nasdaq Capital Market, post-Merger, and satisfaction or waiver of other customary conditions set forth in the Merger Agreement. 
• Accordingly, there can be no assurance that the proposed Merger will be consummated.

About Titan Pharmaceuticals

Titan Pharmaceuticals, Inc., based in South San Francisco, California, is a development stage company previously focused on developing proprietary therapeutics utilizing ProNeura long-term, continuous drug delivery technology.

About KE Sdn. Bhd.

KE Sdn. Bhd. is a Malaysia private limited company and one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region.