Awakn Life Sciences Merger with Solvonis Therapeutics: A C$0.146 Per Share Takeover Deal

Deal Structure and Valuation

Awakn Life Sciences Corp. has announced a transformative merger with Solvonis Therapeutics plc, a UK-listed biotech firm. Under the arrangement agreement finalized on February 22, 2025, Solvonis will acquire all outstanding securities of Awakn Life Sciences, including common shares, restricted share units (RSUs), and deferred share units (DSUs).

The consideration structure is straightforward: each Awakn shareholder will receive 46.67 ordinary Solvonis shares for every common share held. RSU and DSU holders will receive the same exchange ratio. The valuation translates to C$0.146 per Awakn share, representing a compelling 53.52% premium over the December 13, 2024 closing price on the Canadian Securities Exchange (CSE), and a 37.59% premium to the 90-day volume-weighted average trading price.

Strategic Advantages for Awakn Shareholders

The merger unlocks three major benefits. First, shareholders gain direct access to London’s international capital markets through Solvonis’ London Stock Exchange listing, broadening investor reach beyond CSE participants. Second, the combined entity benefits from Solvonis’ larger market capitalization, enhanced technical capabilities, diversified asset base, and improved financial resources. Third, the transaction positions the merged company to execute an accelerated growth strategy compared to Awakn Life Sciences operating independently, with increased visibility for business development partnerships.

Post-Closing Ownership and Timeline

Upon completion, existing Awakn and Solvonis shareholders will own approximately 47.47% and 52.53% of the resulting issuer, respectively (excluding shares from additional financing). The merger is structured as a court-approved plan of arrangement under British Columbia’s Business Corporations Act and is targeted for completion during the second quarter of 2025.

Regulatory Conditions and Approvals

The transaction requires multiple approvals. Awakn shareholders must vote to support the deal by a two-thirds majority at a shareholder meeting scheduled for spring 2025. Solvonis shareholders must similarly approve equity issuance authorities. The UK Financial Conduct Authority must approve the prospectus required for share issuance, and Solvonis shares must achieve Main Market admission and FCA listing on the Official List.

A critical condition involves Solvonis securing binding commitments for equity financing prior to closing to ensure 12 months of working capital for the combined entity. The transaction includes a C$1,000,000 termination fee payable by either party under specified circumstances.

Shareholder Support and Board Approval

The transaction enjoys strong shareholder backing. Awakn investors representing over 50.69% of outstanding common shares have entered voting support agreements, as have securityholders representing over 50.58% of outstanding voting securities. Both the Awakn and Solvonis boards unanimously approved the deal, with CEO Anthony Tennyson (who leads both companies) recused from voting on the Awakn side.

Awakn Life Sciences’ Special Committee, after reviewing terms and receiving a fairness opinion from Evans & Evans, Inc., recommended unanimous board approval.

Warrant Conversion and Related Transactions

All outstanding common share purchase warrants will convert into new Solvonis warrants, with adjustments to exercise prices and share counts ensuring warrant holders receive equivalent economic value as if they had exercised immediately before closing.

Concurrent Capital Transactions

Simultaneously, Awakn Life Sciences announced two additional share issuances subject to CSE approval. The company will issue 1,000,000 shares at C$0.16 per share to settle C$160,000 owed to Special Committee members, and 260,000 shares at the same price to Equasy Entreprises Inc. (controlled by Chief Research Officer Professor David Nutt) under an intellectual property transfer agreement from March 2021. Both issuances carry four-month hold periods and are classified as related-party transactions under MI 61-101, with exemptions applied based on relative transaction size.

Post-Merger Structure

Following closing, Awakn’s common shares will delist from the CSE, and the company will apply to cease being a Canadian reporting issuer. The merger consolidates two biotech firms focused on mental health and addiction therapeutics—Awakn targeting alcohol use disorder (40 million affected in North America) and Solvonis emphasizing trauma-related conditions including PTSD (13 million adults in the US alone).

Transaction Timeline and Documentation

A comprehensive management information circular describing all transaction details will be distributed to shareholders in April 2025, with all formal documentation available on SEDAR+. The full fairness opinion, arrangement agreement, plan of arrangement, and voting support agreements will be filed with Canadian securities regulators and accessible at www.sedarplus.ca under Awakn Life Sciences’ profile.

Evans & Evans, Inc. acted as financial advisor to the Special Committee. Irwin Lowy LLP provided legal counsel to Awakn Life Sciences, while Allenby Capital, DuMoulin Black LLP, and Hill Dickinson LLP advised Solvonis on financial and legal matters in Canada and the UK.