Novoheart Holdings Inc. agreed to acquire all shares of privately held Xellera Therapeutics Ltd., which develops cell and gene therapies, for about C$33.8 million in an all-share transaction.
Under the agreement, Vancouver, British Columbia-based Novoheart will issue 93 million common shares, priced at 36.35 Canadian cents apiece, to shareholders of Xellera Therapeutics.
The shares issued in the transaction will have a lock-up period of up to three years, during which their sale will be restricted. The shares will become available on a semiannual basis with 15% vested every six months for the first two years and 20% twice in the last year.
Founders of Xellera Therapeutics, Katherine Ngan and Roger Ngan, will join Novoheart's board at the closing of the transaction.
The acquisition is subject to approvals from TSX Venture Exchange and Novoheart's shareholders.
Novoheart's shareholders will vote on the transaction in a special meeting that is expected to take place in late June. Shares held or controlled by Katherine Ngan and Roger Ngan will be excluded from the vote.
Novoheart is a stem cell biotechnology company that engineers human heart tissue prototypes.