We are pleased to announce the successful execution of the Merger and Contribution and Share Exchange Agreement between Titan Pharmaceuticals, Inc. (“Titan”) and KE Sdn. Bhd. (“KE”). This strategic transaction marks a significant milestone for both companies, enabling them to leverage their respective strengths and further enhance their market presence.
About Titan Pharmaceuticals, Inc.
Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) is a development-stage company based in South San Francisco, California. Previously focused on proprietary therapeutics utilizing ProNeura® long-term, continuous drug delivery technology, Titan has recently shifted its focus towards exploring strategic alternatives to maximize shareholder value. With this merger, Titan aims to enhance value creation and capitalize on new growth opportunities.
About KE Sdn. Bhd.
KE Sdn. Bhd. is a leading private limited company in Malaysia, recognized as one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region. The company has established itself as a major distributor of human capital management (HCM) solutions, offering products from leading brands such as PeopleSoft, Microimage, Dayforce, and Workplaze. In addition to software distribution, KE provides comprehensive consulting, implementation, training, and support services to its diverse clientele, which includes financial institutions, government bodies, and multinational corporations within Malaysia.
About the Transaction
The merger between Titan and KE will be executed as a reverse merger transaction, structured in two key phases:
- Merger Execution: TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of BSKE Ltd. (“BSKE”), a Cayman Islands exempted company, will merge with and into Titan. As a result, Merger Sub will cease to exist, and Titan will emerge as the surviving entity, becoming a direct wholly owned subsidiary of BSKE.
- Share Exchange Agreement: Within five business days of Titan and BSKE filing a proxy statement/prospectus, KE shareholders will have the opportunity to enter into a Share Exchange Agreement. Under this agreement, each KE shareholder who chooses to participate will exchange their KE shares for ordinary shares of BSKE, immediately following the merger. Should fewer than all KE shareholders opt into this agreement within the specified timeframe, Titan retains the right to terminate the Merger Agreement.
Under the terms of the agreement, Titan will undergo a reverse merger with KE, forming a new entity that will allow the combined company to better serve its expanded customer base. Upon completion, Titan will become a wholly owned subsidiary of BSKE Ltd., with KE shareholders having the option to exchange their shares for ordinary shares of BSKE. The merger is subject to the approval of shareholders from both Titan and KE, as well as other customary closing conditions.
ARC Group is proud to have served as a financial advisor in this transaction.
Nigel Wong, Vice President of Capital Markets at ARC Group, expressed his satisfaction with the transaction, stating, “We extend our heartfelt congratulations to both Titan Pharmaceuticals and KE Sdn. Bhd. on this successful merger agreement. This partnership represents a compelling opportunity for both companies to create significant value and achieve their strategic objectives. We are honored to have been a part of this transformative journey and look forward to witnessing the continued success of the combined entity.”
For more information or any questions, please contact:
Nigel Wong
Vice President, Capital Markets
nigel.wong@arc-group.com
For media inquiries, please contact:
Anna Sahlberg Carlsson
Marketing Manager
anna.sahlberg@arc-group.com
