Societal CDMO to be acquired by CoreRx for $1.10 per share in cash

Societal CDMO announced that it has entered into a definitive agreement with CoreRx under which CoreRx will acquire Societal CDMO. CoreRx will commence a tender offer to acquire all outstanding shares of Societal CDMO for $1.10 per share in cash, subject to any applicable tax withholding. Societal CDMO’s board of directors unanimously approved the transaction and plans to recommend that all shareholders tender their shares in the tender offer. Under terms of the merger agreement, CoreRx will promptly commence a cash tender offer to acquire all outstanding shares of Societal CDMO common stock for $1.10 per share in cash, subject to applicable tax withholding, and Societal CDMO has agreed to file a recommendation statement containing the unanimous recommendation of its board of directors that Societal CDMO shareholders tender their shares to CoreRx. The transaction is expected to close early in the second quarter of 2024. The transaction is subject to the tender of a majority of the outstanding shares of Societal CDMO’s common stock, as well as other customary closing conditions. Following the successful closing of the tender offer, CoreRx will acquire all remaining shares of Societal CDMO that are not tendered into the tender offer through a second-step merger at the same price of $1.10 per share, without the vote of Societal CDMO shareholders. The merger will be effected as soon as practicable after the closing of the tender offer. Until that time, Societal CDMO will continue to operate as a separate and independent company.