Titan Pharmaceuticals to combine with KE in reverse merger transaction

Titan Pharmaceuticals announced that it has entered into a merger and contribution and share exchange agreement regarding a business combination with KE. The merger agreement was approved by Titan’s board of directors. If the merger agreement is approved by the stockholders of Titan and KE, and upon consummation of the transactions contemplated by the merger agreement, Titan will be combined with KE in a “reverse merger” transaction consisting of two steps: TTNP Merger Sub, a Delaware corporation and a wholly owned subsidiary of BSKE, a Cayman Islands exempted company, will merge with and into Titan; the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the merger and a direct wholly owned subsidiary of BSKE. Within five business days of the filing by Titan and BSKE of a proxy statement/prospectus relating to the proposed transaction, shareholders of KE may elect to enter into a share exchange agreement with Titan and BSKE, pursuant to which, immediately following the merger, each KE shareholder entering into the share exchange agreement will contribute and exchange all of his KE shares in exchange for ordinary shares of BSKE. Titan may terminate the merger agreement if fewer than all KE shareholders enter into the share exchange agreement within the specified period. Dato’ Seow Gim Shen, chairman of the board and CEO of Titan, is the holder of 47.4% of the outstanding shares of KE. In addition, Seow is the sole stockholder of The Sire Group, which is the holder of Series AA Preferred Stock currently convertible into 150,087 shares of Titan common stock. Upon completion of the merger, the existing security holders of KE and Titan expect to own approximately 86.7% and 13.3%, respectively, of the outstanding shares of the combined company. It is expected that Seow will own 48.9% of the outstanding shares of the combined company following the merger. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the closing. Completion of the merger is subject to the approval of the merger by Titan’s stockholders and issuance of shares related to the merger, approval of the listing by Nasdaq of BSKE on the Nasdaq Capital Market, post-merger, and satisfaction or waiver of other customary conditions set forth in the merger agreement. Accordingly, there can be no assurance that the proposed merger will be consummated.