- Unlocking Potential: A Win-Win Journey for Timber Stockholders with Cash Benefits and Promising Contingent Value Rights
- Embarking on an Exciting Adventure with a Total Transaction Value Soaring up to $36 Million
- Anticipate the Culmination of this Thrilling Expedition in the 4th Quarter of 2023, Pending Closing Conditions and the Nod of Stockholder Approval
WARREN, NJ, Aug. 21, 2023 (GLOBE NEWSWIRE) — through the Vibrant Pulse of NewMediaWire — Brace yourselves for a groundbreaking alliance as Timber Pharmaceuticals, Inc. (“Timber” or the “Company”) (NYSE American: TMBR) unveils a tale of transformation. The curtain rises on an enthralling saga, where innovation takes center stage. Today, a symphony of progress resonates as Timber takes its place under the spotlight of evolution. The Company embarks on a grand adventure, poised to be acquired by none other than LEO US Holding, Inc. (“LEO Pharma”), a captivating chapter that comes with a total transaction value soaring up to a mesmerizing $36 million. This acquisition is imbued with promise, where each note of advancement strikes a chord of ambition and potential.
Picture the canvas of possibilities—a masterpiece in the making. An upfront consideration of $14 million sets the tone, accompanied by the crescendo of up to an additional $22.0 million, a symphony conducted by the contingent value rights (CVRs) upon the achievement of remarkable milestones. Every issued share, every equity interest, now holds the promise of transformation, awaiting its metamorphosis into the realm of value and potential.
Venture into the realm of finance alchemy as Timber’s stockholders find themselves amidst a cosmic dance of numbers. Imagine a journey where the value assigned to warrants comes alive, a realm where estimations interlace with possibilities. The anticipation surges—how will the Black Scholes value shape the narrative? The unfolding pages of history, the trading price, and stock volatility join hands in crafting this captivating tale.
Yet, the heart of the narrative pulses with milestones—clear, vivid, and compelling. The CVRs extend their hand, beckoning stockholders to a world where potential is richly rewarded. The journey traverses through specific milestones for TMB-001, where the FDA’s seal of approval and the rise of TMB-001 net sales beyond $100 million paint a portrait of accomplishment. A bridge loan of up to $3.0 million adds a touch of intrigue, a partnership that fuels the fire of progress.
As the script unfurls, the spotlight turns to John Koconis, the visionary Chairman and Chief Executive Officer of Timber. With determination etched in his words, he shares, “LEO Pharma’s vision aligns with ours—both driven by the relentless pursuit of healing.” The marriage of expertise and ambition stands poised to shape the future of dermatology, transforming lives and defying boundaries.
The grand finale approaches, a crescendo of approval and transformation. The unanimous nod from both companies’ Boards of Directors heralds the final act. With the closing of the fourth quarter, Timber steps into a new dawn—a privately held entity, a chapter in the private archives of progress.
As the final notes echo, Timber’s story finds its way into the hearts of many. The stage is set, the audience awaits, and a new chapter in healthcare unfolds—a tale of collaboration, ambition, and the promise of a brighter tomorrow.
Advisors
As the stars of this cosmic merger align, legal brilliance takes center stage. In the Timber corner, the spotlight falls on Lowenstein Sandler LLP—trailblazers of law, weaving their expertise into the narrative of change. And in the LEO Pharma realm, the architects of transformation are none other than Covington & Burling LLP, steering the course with legal finesse. The saga of this merger unfolds, the dance of legal minds shaping a future painted with promise and progress.
About Timber Pharmaceuticals, Inc.
Embark on a journey through the realms of rare and orphan dermatologic wonders, led by the visionary force known as Timber Pharmaceuticals, Inc. Positioned on the frontier of discovery, this clinical-stage biopharmaceutical powerhouse is sculpting the future of healing. Within their arsenal lies investigational therapies that breathe life into the uncharted territories of skin health.
Decades of clinical wisdom and steadfast profiles in chemistry, manufacturing, and control (CMC) stand as sentinels, guarding the path to innovation. With an unwavering focus, Timber orchestrates the rise of non-systemic treatments, weaving their magic for the enigmatic world of rare dermatologic diseases, from the tapestries of congenital ichthyosis (CI) to the enigmas of sclerotic skin conditions.
About LEO Pharma
“Imagine a global symphony of healing, where skin is the canvas and compassion is the brushstroke. Step into the world of LEO Pharma, a time-honored legacy born in 1908 and nurtured by the LEO Foundation. With the passage of decades, LEO Pharma’s journey has become a tribute to the art of dermatology.
Their quest for innovation is etched in the very fabric of their being, a tapestry woven with unwavering dedication to enhancing lives. From the heart of Denmark, a community of 4,700 souls stands united, bound by a singular purpose—to usher in a new era of care. In this global ballet of compassion, LEO Pharma reaches out to millions, turning the ordinary moments into stories of courage and healing.
In 2022, their endeavors transformed into a symphony of success, echoing with net sales that reached DKK 10.6 billion. This is the realm where science dances with empathy, and where every patient’s journey is embraced with open arms.”
Additional Information about the Proposed Merger Transaction and Where to Find It
“Imagine a journey that unveils the pages of transformation—a story that hinges on the fusion of Timber’s destiny. As the threads of change weave a tapestry, this communication emerges as a beacon of insight. A whispered promise of possibilities dances in the air, as Timber sets the stage for a merger like no other.
Within the hallowed halls of the SEC, relevant materials will find their home—a symphony of disclosure, anchored by the Proxy Statement. Yet, this communication is a teaser, a glimpse into a world of intrigue and revelation. It’s a prologue, inviting you to delve deeper into the pages that will shape Timber’s fate—a journey that no substitute can truly capture.”
Participants in the Solicitation
“A cast of remarkable individuals sets the stage for a transformative tale. As the currents of change swirl, Timber and its illustrious directors, alongside a select group of executive officers and employees, step into the spotlight. Their roles extend beyond the ordinary—a symphony of influence echoing under the scrutiny of SEC rules.
As you journey into the heart of this narrative, you’ll find their stories etched in the pages of documents that hold the essence of disclosure. An Annual Report on Form 10-K unveiled their tale, while a proxy statement for the 2023 annual meeting unfolded their narratives. In the dance of transparency, subsequent filings further unveiled their stories, culminating in the Proxy Statement—an anthology of participation, interest, and influence.
The story is yours to explore, and you’ll find a trove of enlightenment within the embrace of these pages. The script unfolds, rich with details about the heroes who may shape the destiny of Timber and its journey towards transformation.”
Cautionary Statement Regarding Forward-Looking Statements
In this tapestry of possibility, the pages ahead are filled with the dance of ‘forward-looking statements,’ a symphony guided by the echoes of the Private Securities Litigation Reform Act of 1995. Timber steps into the realm of prediction, crafting their narrative with words like ‘may,’ ‘will,’ ‘expects,’ and ‘anticipates.’ Yet, beneath the surface of these words lies a realm of anticipation and vision—a realm that goes beyond mere words.
As we journey into the future, Timber’s vision comes alive. Drawing inspiration from the canvas of their then-current expectations and financial trends, they paint a picture of what’s to come. It’s a journey not without its challenges—a dance with the unpredictable winds of circumstances beyond their control. The stars of uncertainty twinkle overhead, reminding us that the future is a symphony of variables, a story where surprises and triumphs intermingle.
These predictions are not without their trials. Timber’s path towards the proposed merger transaction is riddled with complexities, from stockholder approval to the final calculation of the Black Scholes value. Legal proceedings loom on the horizon, and the ebb and flow of business dynamics add their own layers of intrigue. The future is a tale of risks and rewards, from the regulatory approval process to the culmination of clinical trials.
Amidst this narrative, Timber’s voice rings clear: these forward-looking statements are the threads of a journey, not the map of certainty. As the future unfolds, they offer a reminder that while we can’t predict every twist and turn, we can navigate with courage and adaptability. The story continues, each chapter unfolding as time weaves its magic. Timber’s pledge is a promise to keep us informed, a vow to share the story as it unfolds, through every unexpected twist and triumphant turn.