Note 3 - Merger | 3 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
(3) Merger |
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Summary |
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On April 22, 2012, Nabi and Biota Holdings Limited entered into a merger implementation agreement (the “merger”), which was subsequently amended on August 6, 2012 and further amended on September 17, 2012. On November 8, 2012, Nabi and Biota Holdings Limited completed the merger and pursuant to the terms and subject to the conditions set forth in the Agreement, Biota Holdings Limited became a wholly owned subsidiary of Nabi. Nabi then changed its name to Biota Pharmaceuticals, Inc. |
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Reverse Stock Split |
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On November 8, 2012, as contemplated by the merger and as approved by Nabi’s stockholders and board of directors, Nabi filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a reverse stock split of Nabi’s common stock at a ratio of 1:6. As a result of the reverse stock split, each six shares of Nabi common stock issued and outstanding immediately prior to the reverse stock split were automatically combined into and became one share of Nabi common stock. Also, as a result of the reverse stock split, the per share exercise price of, and the number of shares of common stock underlying, the Company’s outstanding stock options immediately prior to the reverse stock split were automatically proportionally adjusted at a ratio of 1:6 in accordance with the terms of such options. The reverse stock split did not alter the par value or modify any voting rights or other terms of the common stock. |
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Merger between Nabi Biopharmaceuticals and Biota Holdings Limited |
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Upon the completion of the merger, the resulting company was renamed Biota Pharmaceuticals, Inc. Former Biota Holdings Limited shareholders retained approximately 83% of the Company’s shares of common stock, while former Nabi shareholders retained approximately 17% as consideration for Nabi’s net assets, the vast majority of which was $27.0 million in net cash on hand on the date of the transaction. As Nabi had minimal ongoing activity with respect to its development programs and related operations at the time of the merger, the Company’s future operations will be largely represented by the operations of Biota Holdings Limited. Further, due to the fact that former Biota Holdings Limited shareholders held a significant majority of the voting interest in the Company upon the completion of the merger, the merger has been accounted for as a “reverse merger”, such that, notwithstanding the fact that Nabi was the legal acquirer, Biota Holdings Limited is considered the accounting acquirer for financial reporting purposes. Accordingly, the financial statements of Biota Holdings Limited are treated as the historical financial statements of the Company, with the operating results of Nabi being included from November 8, 2012. As a result of the merger, historical common stock amounts and additional paid-in capital have been adjusted. |
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Exchange Ratio |
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Upon completion of the merger, each outstanding share of Biota Holdings Limited common stock converted into the right to receive 0.1249539870 shares of Nabi common stock as determined by the exchange ratio as calculated pursuant to the terms of the Merger, as amended. The issued share capital upon completion of the merger was comprised of the following: |
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| | No. of Shares | |
Ex-Nabi stockholders | | | 4,720,999 | |
Ex-Biota Holdings Limited stockholders | | | 23,416,347 | |
Total | | | 28,137,346 | |
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Purchase Consideration and Net Assets Acquired |
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The purchase consideration in a reverse merger is determined with reference to the value of consideration, in this case equity that the accounting acquirer (in this case Biota Holdings Limited,) issues to the stockholders of the accounting acquiree (Nabi, in this case) to give them their interest in the combined entity. Further, as a result of the merger, stock options to purchase an aggregate of 0.5 million shares of Nabi common stock that were held by officers and directors of Nabi immediately vested. The fair values of Nabi’s outstanding stock options were determined using the Black-Scholes option pricing model with the following assumptions: a strike price range of $11.34 – $99.91; a volatility range between 78.79% – 99.62%; a risk-free interest rate range of 0.12% – 0.87%; and an expected life range of 0.3 – 6.1 years. |
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The purchase consideration, based on the price per share of the Company’s common stock as of the date of the merger, is as follows: |
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Number of shares issued to Nabi stockholders | | | 4,720,999 | |
Fair value per share, using the volume weighted share price on November 9, 2012 | | $ | 4.0168 | |
Implied purchase consideration (in millions) | | $ | 19 | |
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Number of stock options outstanding to former Nabi employees | | | 508,918 | |
Fair value per option | | $ | 0.456 | |
Implied purchase consideration (in millions) | | $ | 0.2 | |
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Total implied purchase consideration (in millions) | | $ | 19.2 | |
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The net assets acquired as a result of the merger consist of (in millions): |
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Cash | | $ | 32.7 | |
Accrual for severance obligations and employee benefits | | | (5.0 | ) |
Accounts payable | | | (0.7 | ) |
Net cash received | | $ | 27 | |
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Excess of net assets acquired over total fair value purchase consideration/gain recorded on merger | | $ | 7.8 | |
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Due to the significant uncertainty associated with Nabi’s future cash flows from its drug development programs, no purchase consideration has been allocated to the residual value of any of Nabi’s drug development programs, or the potential royalty of Phoslyra that was sold to a third party in 2006. |
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Pursuant to the merger, Biota Holdings Limited received net cash of $27.0 million from Nabi, while Nabi stockholders received a proportion of the combined entity based on the Biota Holdings Limited share price upon completion of the merger. Movements in the Biota Holdings Limited share price and the U.S. and Australian dollar exchange rates between the date of the determination of the exchange ratio and the date of the completion of the merger, coupled with changes in the fair value of certain assets and liabilities, resulted in the net assets acquired exceeding the calculated purchase consideration. The resulting gain of $7.8 million recorded on the completion of the merger was recognized as other income in the consolidated statements of operations in the prior year. |
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Pro forma Financial Information |
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The following table presents selected unaudited financial information, as if the merger with Nabi had occurred on July 1, 2012 (in millions, except per share data) (for the three months ended September 30, 2012.). |
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| | September 30, | |
2012 |
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Pro forma net revenue | | $ | 2.1 | |
Pro forma net loss | | | (11.3 | ) |
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Pro forma basic loss per share | | | (0.50 | ) |
Pro forma diluted loss per share | | | (0.50 | ) |
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