Irwin Naturals Signs LOI To Acquire Braxia Scientific Expanding Its Network Of Mental Health Clinics

Zinger Key Points
  • The purchase price and exchange ratio imply a 315.72% premium to the price of Braxia shares.
  • Combined network of clinics creates a mental health research platform for in-human clinical development of novel therapeutics.

Irwin Naturals Inc. IWINF IWIN (FRA:97X), has entered into a non-binding amended and restated letter of intent for a business combination with Braxia Scientific Corp.BRAXF BRAX (FWB:4960), a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders. The LOI sets forth the material terms and conditions upon which Irwin will acquire all of the issued and outstanding common shares of Braxia.

Under the terms of the LOI, Irwin is prepared to offer a purchase price per Braxia share based upon a valuation of the outstanding Braxia shares of $30 million and a deemed value per subordinate voting share and/or proportionate voting share of Irwin equal to the greater of $3.00 and the volume weighted average trading price of Irwin shares on the Canadian Securities Exchange for the 20 trading days immediately prior to the execution of the arrangement agreement.

Transaction Details

The purchase price would be payable on closing of the proposed transaction by the issuance of consideration shares to each holder of Braxia shares. Based on the closing price of Irwin shares and Braxia shares on the CSE on January 25, 2023 of CA$3.80 and CA$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the price of Braxia shares. The number of consideration shares will also be adjusted upward in the event that the total consideration received by holders of Braxia shares is less than $30 million, to be determined at a specified period of time after the closing date and as set forth in the arrangement agreement.

The final purchase price per Braxia share and the exchange ratio will be set forth and determined at the time the arrangement agreement is executed. The LOI is non-binding and there is no assurance that the proposed transaction will be completed as proposed.

The completion of the proposed transaction is subject to, among other things

  • Completion of satisfactory due diligence by each of Braxia and Irwin;

  • Negotiation of and the entering into of a binding definitive arrangement agreement in connection with the proposed transaction;

  • Receipt of all required corporate approvals from the board of directors of Braxia and Irwin, respectively, and all regulatory and shareholder approvals, including the approval of the CSE and any required third-party consents;

  • Braxia having at least CA$575,000 in working capital immediately before closing on the closing date.

Klee Irwin, CEO, Irwin Naturals stated, “We are excited to be building North America’s leading mental health and depression network under the medical expertise of Braxia’s scientific management team, including Dr. McIntyre, the world’s foremost expert in depression and ketamine research. This combination is a major accelerator and differentiator for Irwin’s network of Emergence clinics across the US as we launch clinical research services for large pharma and emerging biotechnology companies and enhance our capacity with telemedicine capabilities. Additionally, we are pleased to continue support Braxia’s growth and access to more attractive financing making this an attractive potential business combination for Braxia shareholders.”

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Photo: Benzinga edit with photos by geralt and sergeitokmakov on Pixabay

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