Keystone Dental and Check-Cap announced they plan to merge, with the dental business owning 85% of the combined company, which represents an equity evaluation of $225 million.
The proposed transaction has been approved by the board of directors of both companies. If the merger is completed, it would create a Nasdaq Stock Market public medical device company headquartered in Irvine, CA, focused on the market development and advancement of Keystone Dental’s implants, arches, and other tooth replacements, the companies said.
Upon closing of the transaction, the combined company will trade on the stock market under the symbol “KSD.” Keystone’s executive team, led by CEO Melker Nilsson, will lead the combined company.
Based on the number of shares to be issued in the business combination, current Check-Cap security holders are expected to own approximately 15% of the combined company, representing an equity valuation of $39.7 million. The agreement provides for a Check-Cap net cash target of $22.3 million at the close of the transaction that implies a $17.4 million premium to the Check-Cap net cash target. The merger is subject to approval by Check-Cap shareholders at a special meeting, which is expected to occur in the fourth quarter of 2023.
