Aquinox Pharmaceuticals Inc. agreed to acquire all outstanding shares of private biopharmaceutical company Neoleukin Therapeutics Inc. in an all-stock deal.
Under the agreement, Aquinox will issue 4,589,787 common shares in addition to preferred shares that can be converted to 10,194,838 common shares. All preferred shares issued as part of the deal are under a trade restriction.
Vancouver, British Columbia-based Aquinox, which develops treatments for inflammation disorders and blood cancers, expects to close the deal on or about Aug. 8.
On completion, Aquinox will change its name to Neoleukin Therapeutics Inc. and will trade on the Nasdaq Global Market under the new ticker symbol NLTX.
Aquinox shareholders will own a stake of about 61.42% in the combined company, which will have its headquarters in Seattle, while former shareholders of Neoleukin will own the remaining 38.58% stake.
Aquinox President and CEO David Main will step down as part of the transaction and Neoleukin CEO Jonathan Drachman will become the president and CEO of the combined company.
On closing, Main, Gary Bridger, Daniel Levitt, Richard Levy, Kevin Neu and Robert Pelzer will resign from Aquinox's board.
The combined company will have six board members. Todd Simpson and Sean Nolan, directors of Aquinox, will continue on the combined company's board. New directors include Drachman, Cantey Boyd, Sarah Noonberg and Lewis Williams.
SVB Leerink and Cooley LLP are the exclusive financial and legal advisers to Aquinox, respectively. MTS Health Partners is the financial adviser and Fenwick & West LLP is the legal counsel for Neoleukin.