Orrick is advising Rafael Pharmaceuticals, a clinical-stage oncology company, on its proposed merger with Rafael Holdings, Inc., (NYSE: RFL). The merged company will retain the Rafael Pharmaceuticals name and Rafael Holdings' listing on the New York Stock Exchange. The Boards of Directors of the two companies, as well as a special independent committee of the Rafael Holdings Board of Directors, have unanimously approved a merger agreement.
Holders of Rafael Pharmaceuticals’ capital stock will receive shares of Rafael Holdings Class B common stock based on the formula set forth in the merger agreement amounting to approximately 48% of the currently outstanding capitalization of the company. The merger is subject to customary regulatory and other conditions, including a stockholder vote at both companies by a majority of stockholders that are not affiliates of Rafael Holdings.