SOURCE: Cooley LLP

Cooley LLP

January 14, 2015 16:36 ET

Cooley Advises OnCore Biopharma in Planned Merger With Tekmira Pharmaceuticals

PALO ALTO, CA--(Marketwired - January 14, 2015) - Cooley is advising OnCore Biopharma, Inc. on its proposed merger with Tekmira Pharmaceuticals Corporation to create a new leading global company focused on developing a curative regimen for hepatitis B (HBV) patients by combining multiple therapeutic approaches. Under the terms of the agreement, OnCore will become a wholly-owned subsidiary of Tekmira. Upon closing of the transaction, the stockholders of OnCore will hold approximately fifty percent (50%) of the total number of outstanding shares of capital stock of Tekmira, calculated on a fully-diluted and as-converted basis using the treasury stock method. The implied market value of the combined company, based on the closing price of Tekmira common shares on the NASDAQ Global Market on January 9, 2015, was approximately USD$750 million.

OnCore is a biopharmaceutical company dedicated to discovering, developing and commercializing an all-oral cure for patients suffering from chronic hepatitis B infection, which is a disease of the liver caused by HBV. Tekmira Pharmaceuticals is a biopharmaceutical company focused on advancing novel RNAi therapeutics and providing its leading lipid nanoparticle (LNP) delivery technology to pharmaceutical and biotechnology partners.

OnCore had previously announced the filing of a confidential draft registration statement with the U.S. Securities and Exchange Commission for a proposed initial public offering of its common stock. The Cooley team advising OnCore was led by corporate partner Frank Rahmani, and included partner Div Gupta, special counsel Brian Leaf, associates Alison Haggerty, Mark Ballantyne and Bobby Pratt, who are advising on corporate and securities related matters, and M&A partner Jennifer Fonner Fitchen and associate Anne Lieberman.

Critical support for the offering was provided by partner Marya Postner and associate Jennifer Raab (life sciences transactions and partnering); partner Ivor Elrifi (intellectual property); partners Mark Windfeld-Hansen, Mark Hrenya and Jeremy Naylor (tax); partner Renee Deming (compensation and benefits); and partner Francis Fryscak (antitrust matters).

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