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8-K: Current report

SEC ·  Aug 20, 2024 04:28

Summary by Moomoo AI

Titan Pharmaceuticals announced a merger agreement with KE Sdn. Bhd. on August 19, 2024, structured as a reverse merger through BSKE Ltd. The transaction involves a two-step process: first, TTNP Merger Sub will merge with Titan, making Titan a wholly-owned subsidiary of BSKE; second, KE shareholders can exchange their shares for BSKE ordinary shares.Post-merger, KE shareholders will own approximately 86.7% of the combined company, while existing Titan stockholders will hold 13.3%. Notably, Dato' Seow Gim Shen, Titan's Chairman and CEO who holds 47.4% of KE shares, is expected to own 48.9% of the merged entity. The transaction aims to combine Titan with KE, a established distributor of human capital management solutions in the Asia Pacific region.The merger completion is subject to stockholder approval, Nasdaq listing approval for BSKE, and other customary conditions. The deal includes provisions for up to $1 million in transaction financing, though no commitments are currently in place. The agreement must close by August 19, 2025, or it may be terminated by either party.
Titan Pharmaceuticals announced a merger agreement with KE Sdn. Bhd. on August 19, 2024, structured as a reverse merger through BSKE Ltd. The transaction involves a two-step process: first, TTNP Merger Sub will merge with Titan, making Titan a wholly-owned subsidiary of BSKE; second, KE shareholders can exchange their shares for BSKE ordinary shares.Post-merger, KE shareholders will own approximately 86.7% of the combined company, while existing Titan stockholders will hold 13.3%. Notably, Dato' Seow Gim Shen, Titan's Chairman and CEO who holds 47.4% of KE shares, is expected to own 48.9% of the merged entity. The transaction aims to combine Titan with KE, a established distributor of human capital management solutions in the Asia Pacific region.The merger completion is subject to stockholder approval, Nasdaq listing approval for BSKE, and other customary conditions. The deal includes provisions for up to $1 million in transaction financing, though no commitments are currently in place. The agreement must close by August 19, 2025, or it may be terminated by either party.
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