Titan Pharmaceuticals Announces Merger Agreement with KE Sdn. Bhd.
Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) has officially revealed that it has entered into a Merger and Contribution and Share Exchange Agreement (referred to as the “Merger Agreement”) to combine its business with KE Sdn. Bhd. (“KE”). This agreement has received approval from Titan’s board of directors (the “Board”). Should the stockholders of both Titan and KE approve the Merger Agreement, the planned transactions will lead to a “reverse merger” involving two main steps:
- TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of BSKE Ltd. (“BSKE”), a Cayman Islands exempted company, will merge with Titan (the “Merger”). Following this, the separate existence of Merger Sub will cease, and Titan will continue as the surviving corporation, becoming a direct wholly owned subsidiary of BSKE.
- Within five business days after Titan and BSKE file a proxy statement/prospectus concerning the proposed transaction, KE shareholders will have the option to enter into a share exchange agreement (the “Share Exchange Agreement”) with Titan and BSKE. Under this agreement, immediately after the Merger, each KE shareholder who participates will exchange all of their KE shares for ordinary shares of BSKE. Titan reserves the right to terminate the Merger Agreement if not all KE shareholders engage in the Share Exchange Agreement within the designated timeframe.
Dato’ Seow Gim Shen, who serves as the Chairman of the Board and Chief Executive Officer of Titan, holds 47.4% of the outstanding shares of KE. Additionally, Mr. Seow is the sole stockholder of The Sire Group Ltd. (“Sire”), which possesses Series AA Preferred Stock convertible into 150,087 shares of Titan common stock. Once the Merger is finalized, the current security holders of KE and Titan (excluding Sire and the current directors and officers of Titan) are expected to own approximately 86.7% and 13.3%, respectively, of the outstanding shares of the newly combined entity. It is anticipated that Mr. Seow will hold 48.9% of the combined company's outstanding shares after the Merger. These ownership percentages may be subject to proportional dilution due to any necessary financing related to the Closing.
Commenting on the Merger, Mr. Seow expressed, “We are thrilled to announce this potential reverse merger with KE, a reputable distributor of human capital management solutions and consulting services in the Asia Pacific region. This announcement is the culmination of over two years of our Board evaluating various strategic alternatives for Titan. We believe this business combination presents a uniquely appealing opportunity to create value for our shareholders, and we are eager to continue collaborating with our partners at KE.”
The completion of the Merger hinges on the approval from Titan’s stockholders, the issuance of shares related to the Merger, Nasdaq's approval for the listing of BSKE on the Nasdaq Capital Market post-Merger, and the fulfillment or waiver of other customary conditions outlined in the Merger Agreement. As a result, there is no guarantee that the proposed Merger will be finalized.
For additional details regarding the terms and conditions of the Merger Agreement, please refer to Titan’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission.
About Titan Pharmaceuticals
Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) is a development-stage company that previously focused on creating proprietary therapeutics utilizing long-term, continuous drug delivery technology. In December 2021, Titan initiated a process to explore and assess strategic alternatives aimed at enhancing shareholder value.
About KE Sdn. Bhd.
KE Sdn. Bhd. is a private limited company and one of the earliest licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region. As a well-established distributor of human capital management solutions in Malaysia, KE offers software from PeopleSoft, Microimage, Dayforce, and Workplaze, which are sold by their respective vendors, including local or regional subsidiaries or affiliates of large corporations. KE serves clients across various sectors, including financial institutions, automobile manufacturers, educational institutions, and more.
Frequently Asked Questions
What is the nature of the merger between Titan and KE?
The merger involves a business combination where Titan Pharmaceuticals will merge with KE Sdn. Bhd. through a reverse merger transaction.
Who is Dato’ Seow Gim Shen?
Dato’ Seow Gim Shen is the Chairman and CEO of Titan Pharmaceuticals and holds a significant percentage of shares in both Titan and KE.
What is the expected ownership distribution post-merger?
After the merger, it is anticipated that security holders of KE will own approximately 86.7%, while Titan security holders will own about 13.3% of the combined company.
What must happen for the merger to be completed?
The merger requires approval from Titan’s stockholders, the fulfillment of certain conditions, and Nasdaq's approval for the listing of BSKE.
Where can more information about the merger be found?
Further details regarding the merger will be available in Titan’s upcoming Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission.