Nuvo Pharmaceuticals d/b/a Miravo Healthcare and Searchlight Pharma, a private Canadian-based specialty healthcare company have entered into a definitive agreement pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding common shares of the company in exchange for cash consideration of $1.35 per Company Share, representing a 79.8% premium to the 90-day volume-weighted average trading price of the company Shares on the Toronto Stock Exchange for the period ended December 22, 2022.

The transaction will be completed by way of an arrangement under Section 182 of the Business Corporations Act (Ontario). In connection with the closing of the Arrangement, all of the indebtedness (including convertible debt) owed to funds affiliated with Deerfield Management Company, in the aggregate principal amount of approximately US$78.1 million, will be repaid in full and the Company’s outstanding warrants will be cancelled for no consideration.

The purchase price of $1.35 per Company Share represents a total equity value of the Company, on a fully diluted basis, of approximately $15.8 million and a total enterprise value of the Company of approximately $91.4 million.

“We are pleased to present an opportunity for shareholders of the Company to realize value at a significant premium to the trading price of the Company Shares,” commented Jesse Ledger, Miravo’s President & CEO. “After careful deliberation, the Company’s Board of Directors has unanimously concluded that the transaction is in the best interests of the Company and is fair to the Company’s shareholders. Not only does an all-cash transaction provide immediate and certain value to shareholders, it also allows important healthcare products like Blexten, Cambia and Suvexx to remain available to healthcare providers and patients through the enhanced scale of the Searchlight business.”

“This transaction presents a unique opportunity to add critical mass to Searchlight’s expanding business, and importantly, to onboard a proven team that we think shares a similar culture and set of foundational values,” said Mark Nawacki, President and CEO at Searchlight.

“We are excited that Miravo will add a portfolio of growing, category-leading brands in new therapeutic areas to our commercial business and that we will expand and have team members and offices in Montreal, Toronto and Dublin. We are confident that Miravo’s depth of talent, competencies and resources, which we are acquiring through this transaction, will enhance our competitiveness and ensure a seamless transition to patients and end customers.”