Tranzyme and Neokimia Combine Businesses

On December 17, 2003, North Carolina-based Tranzyme, Inc. and Quebec-based Neokimia Inc. entered into a business combination and joined forces to form an integrated drug discovery and development company. The business combination was effected by various contractual arrangements and the issuance by Neokimia of shares to its shareholders that are contractually exchangeable for similar shares of the capital stock of Tranzyme.

The combined companies also obtained US$2.85 million and C$4 million in new financing on December 17, through the issuance of convertible notes and warrants. The investors that participated in the new financing included: Pacific Rim Ventures Co., Ltd. in Tokyo; Business Development Bank of Canada; Desjardins Venture Capital; MedTech Partners Inc., affiliated with MDS Capital Corp.; Research Triangle Ventures in North Carolina; SCOUT Healthcare Fund LP in Birmingham, Alabama; and Redmont Venture Partners also in Birmingham.

Tranzyme was represented in Canada by Davies Ward Phillips & Vineberg LLP in Montreal, with a team that included Mark Brender (tax), Nathalie Beauregard and S├ębastien Savage; and in the US by Hutchison & Mason PLLC in North Carolina, with a team that included Fred Hutchison and L. Aylett Colston.

Neokimia was represented by Ogilvy Renault in Montreal, with a team that included Clemens Mayr and Jules Charette (tax), Elliot Shapiro, Pierre Rousseau and Dustin-Sean Isaacs. The investors in the new financing were represented by Testa, Hurwitz & Thibeault, LLP in Boston, with a team that included F. George Davitt, Mark Bettencourt and Adrian Shulman.

Lawyer(s)

Mark Bettencourt Jules Charette Elliot Shapiro Mark D. Brender Pierre Rousseau Fred Hutchison Nathalie Beauregard L. Aylett Colston Clemens Mayr Dustin Sean Isaacs Sébastien Savage