SciVac Therapeutics Inc. (the Company), formerly Levon Resources Ltd. (Levon) and SciVac Ltd. (SciVac) closed a plan of arrangement pursuant to which SciVac completed a reverse takeover of Levon (the Transaction). In connection with the Transaction, the Company acquired 100 per cent of the issued and outstanding securities of SciVac in exchange for 517,514,016 common shares (the Common Shares) of the Company, resulting in the former SciVac securityholders holding 68.4 per cent of the issued and outstanding Common Shares and the Levon shareholders immediately prior to the effective time of the Transaction controlling the remaining 31.6 per cent.
All holders of common shares of Levon immediately prior to the effective time of the Transaction received, in addition to one Common Share, 0.5 of a common share of 1027949 BC Ltd., now Levon Resources Ltd. (Spinco) in exchange for each common share of Levon held by them. Other than $27 million in cash retained by the Company, all other assets and liabilities of Levon were transferred or assumed by Spinco.
At the closing of the Transaction, the Company changed its name from Levon Resources Ltd. to SciVac Therapeutics Inc., and reconstituted its board of directors and management team. Following the completion of the Transaction, the Company listed on the Toronto Stock Exchange. Going forward, the Company will operate the business of SciVac and Spinco will hold the mineral properties and operate the business formerly operated by the Company.
The Transaction had an aggregate transaction value of approximately $356 million based on the market capitalization of the Company at the close of markets on the date the Common Shares commenced trading on the Toronto Stock Exchange.
The Company is a commercial-stage, biopharmaceutical company focused on the development and commercialization of novel and improved therapies for the prevention and treatment of hepatitis B and Graft-vs-Host Disease (GVHD).
SciVac Ltd. was represented in Canada by Blake, Cassels & Graydon LLP with a team that included Joe Garcia, Steve McKoen, Mary Bartle, Garrett Lee and Lauren Akin (securities), Kevin Zimka (tax), and Sean Boyle and Alexandra Luchenko (litigation), in the US by Greenberg Traurig LLP with a team that included Bob Grossman, Drew Altman and Indira Sordo, and in Israel by Pearl Cohen Zedek Latzer Baratz with a team that included Yael Baratz and Yosef Mark.
Levon and Spinco were represented in Canada by Stikeman Elliott LLP with a team that included Neville McClure, Alice Davidson and Victor Gerchikov (corporate and securities), Douglas Richardson and Kevin Guenther (tax) and Matthew Nied (litigation) and in the US by Dorsey & Whitney LLP with a team that included Jason Brenkert and Anthony Epps.