PharmaEssentia to Acquire MEI Pharma for $416M

TL;DR

MEI Pharma is being bought by PharmaEssentia for $416M, deal expected Q4 2024.

AI Summary

MEI Pharma, Inc. announced on July 21, 2024, that it has entered into a definitive agreement to be acquired by PharmaEssentia Corporation for approximately $3.00 per share in cash, representing a total equity value of approximately $416 million. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition aims to combine MEI Pharma's pipeline with PharmaEssentia's commercial capabilities.

Why It Matters

This acquisition will combine MEI Pharma's drug pipeline with PharmaEssentia's commercial expertise, potentially accelerating the development and market availability of new therapies.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $416M — Acquisition Value (Total equity value of MEI Pharma being acquired by PharmaEssentia.)
• $3.00 — Per Share Price (Cash price offered per share of MEI Pharma.)

Key Players & Entities

• MEI Pharma, Inc. (company) — Registrant
• PharmaEssentia Corporation (company) — Acquiring company
• $416 million (dollar_amount) — Total equity value of the acquisition
• $3.00 (dollar_amount) — Per share acquisition price
• July 21, 2024 (date) — Date of the definitive agreement
• fourth quarter of 2024 (date) — Expected closing period for the transaction

FAQ

Key Financial Figures

• $0.00000002 — nge on which registered Common Stock, $0.00000002 par value MEIP The Nasdaq Stock Mar
• $5.8 million — restructuring charges of approximately $5.8 million in connection with one-time employee te
• $550,000 — 9, 2023, to increase his base salary to $550,000 and to increase his bonus opportunity,

Filing Documents

• meip-20240722.htm (8-K) — 47KB
• meip-ex99_1.htm (EX-99.1) — 18KB
• 0000950170-24-085347.txt ( ) — 175KB
• meip-20240722.xsd (EX-101.SCH) — 23KB
• meip-20240722_htm.xml (XML) — 4KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. On July 22, 2024, MEI Pharma, Inc. (the "Company") announced that its Board of Directors (the "Board") has determined unanimously to begin an evaluation of the Company's strategic alternatives, including potential transactions as well as an orderly wind-down of the Company, if necessary, in order to maximize the value of its assets. In connection with these activities, and in order to best preserve the Company's existing cash, the Company will commence a reduction-in-force beginning as soon as practicable and continuing in stages as the Company's operational and strategic direction evolves. The Company also intends to promptly discontinue the clinical development of voruciclib, while continuing to conduct certain non-clinical activities related to the Company's drug candidate assets. This workforce reduction will commence during the first quarter of the Company's fiscal year ending June 30, 2025 ("fiscal 2025") and continue through the year as appropriate in light of the evaluation of strategic alternatives. As a result of these actions, the Company expects to incur personnel-related restructuring charges of approximately $5.8 million in connection with one-time employee termination costs, including severance and other benefits, which are expected to be recognized in the first quarter of fiscal 2025. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction or retention efforts. These estimates of the costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the approval of the review of strategic alternatives and the planned reduct

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 22, 2024, the Company issued a press release announcing the matters discussed in Item 2.05 above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.6 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release issued by MEI Pharma, Inc., dated July 22, 2024. 104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEI Pharma, Inc. Date: July 22, 2024 By: /s/ Justin J. File Justin J. FIle Chief Financial Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR