Core Viewpoint - The transaction involves the sale of 100% equity interest in ABCJ, LLC, a subsidiary of Changjiang Life Sciences Technology, to TransCode Therapeutics, Inc. for a total consideration of $125 million, with additional milestone payments potentially reaching $95 million [1][2]. Group 1: Transaction Details - The seller, through its indirect wholly-owned subsidiary DEFJ, LLC, will sell 100% of the issued equity of the target company for $125 million, payable through the issuance of shares by the buyer [1]. - The buyer will also pay milestone payments up to $95 million upon achieving certain milestones [1]. - An investment agreement will see the seller purchase preferred shares from the buyer for approximately $25 million [1]. Group 2: Target Company Overview - The target company, ABCJ, LLC, owns 100% of Polynoma, which focuses on the research, production, and commercialization of treatments for melanoma [2]. - Polynoma's flagship candidate, seviprotimut-L, is a proprietary multi-valent melanoma cancer vaccine [2]. - Post-transaction, the target company will no longer be a subsidiary of the seller, and its financial performance will not be consolidated into the seller's accounts [2]. Group 3: Strategic Implications - The merger is expected to create synergies between Polynoma and the buyer's product line, which addresses metastatic cancer, a significant unmet need in oncology [2]. - The buyer's product portfolio includes TTX-MC138, currently in Phase I/II clinical trials, and other preclinical candidates [2]. - Being a Nasdaq-listed entity, the buyer will enhance market exposure for seviprotimut-L and improve fundraising capabilities [3].
长江生命科技(00775)：DEFJ, LLC拟9.75亿港元出售ABCJ, LLC股本100%已发行在外股东权益