Scilex’s ACEA Thera, ACEA Pharma enter definitive agreement with Phoenix Asia

Scilex Holding Company (SCLX) announced that its indirect subsidiary, ACEA Therapeutics, ACEA Pharma, a wholly owned subsidiary of ACEA Thera, and Phoenix Asia Holdings (PHOE) entered into a stock acquisition agreement pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix agreed to purchase, 100% of the issued and outstanding equity interests of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix, the value of which was as agreed by the parties to be $1,000,000,000. Upon the closing of the Acquisition, Phoenix will be renamed ACEA Pharma and its common stock is expected to be listed on The Nasdaq Stock Market. The boards of directors of ACEA Thera, ACEA Pharma and Phoenix have unanimously approved the proposed transaction. The closing of the Acquisition, which is expected to occur by the end of the second quarter of 2026, is subject to certain customary closing conditions, including applicable regulatory and stock exchange approval. Upon closing of the Acquisition, ACEA Thera anticipates that it will own approximately 82% of the Go-Forward Company.