The proposed merger of Scitech Genetics Ltd. and Receptagen Ltd. fell apart when Scitech asked to amend the terms of their share agreement. Receptagen said the $21.6 million deal has been abandoned in favor of other proposals.
"It was extremely close," said Warren Wheeler, president and CEO of Edmonds, Wash.-based Receptagen. "We had a full-blown prospectus prepared."
Last fall, Receptagen signed a letter of intent to acquire all shares of Singapore-based Scitech. Receptagen was to issue common stock to Scitech's shareholders, giving them control of the new company, which would take the Scitech name. (See BioWorld Today, Sept. 19, 1997, p. 1.)
By the end of last year, Receptagen had fulfilled its "good will" payments of $250,000 to Scitech.
"That's gone," Wheeler said.
A formal share exchange agreement replaced the letter of intent. In February, terms and conditions had been settled, and were to be submitted for shareholder approval with a proposal for a one-for-50 consolidation.
Then, Scitech began asking for more concessions — too many for Receptagen to grant, Wheeler said.
The board has authorized Wheeler to enter into discussions with other parties.
"We should be in a position in the next couple of weeks to announce something more about that," Wheeler said.
— Randall Osborne