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Aesther Healthcare (AEHA) Boosts Backstop to $80M
by Nicholas Alan Clayton on 2022-10-05 at 8:43am

Aesther Healthcare (NASDAQ:AEHA) announced this morning that it has added $40 million to its backstop for the SPAC’s pending combination with Ocean Biomedical, bringing it to $80 million in total.

Meteora Capital Partners funds made the commitment to purchase 4,000,000 Aesther shares on the open market at prices no higher than the redemption price and Meteora has agreed not to redeem these shares or vote them in favor of the combination. Aesther has in turn committed to re-purchase these shares by the agreement’s three-year maturity.

At maturity, any remaining shares subject to the forward transaction will be finally purchased by Aesther at maturity for an additional $2.50 per share. And, Meteora may elect to sell some or all of the shares to third parties with Meteora will repaying Aesther with a portion of the sale proceeds. Metoera may also accelerate the maturity date should the stock trade with a VWAP below $3 for 20 of 30 trading days.

Aesther must pay a $1 million break-up fee to Meteora plus expenses should it terminate the agreement or if the combination fails to close. These terms match those agreed to by Vollar Opportunity Fund for the first $40 million of the backstop.

In addition to the now-$80 million backstop covering its estimated $108.7 million trust, the transaction includes a $75 million share purchase agreement funded by White Lion Capital. Altogether, this more than covers the deal’s $50 million minimum cash condition. Thanks to overfunding at IPO and an earlier extension, Aesther now as an estimated $10.30 per share in trust and it last closed at $10.19.

Aesther Healthcare announced its $345 million transaction with Ocean Biomedical on August 31. Providence, Rhode Island-based Ocean Biomedical is developing treatments for malaria and different cancer types. Ocean has since announced that it has discovered biospecific antibodies to target specific brain and lung cancers.

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