Barinthus Biotherapeutics Announces Reverse Merger with Clywedog Therapeutics to Form New Metabolic Disease-Focused Company

Barinthus Biotherapeutics (BRNS) will merge with metabolic disease-focused biotech Clywedog Therapeutics under a new publicly listed holding company, Topco13.

The transaction consists of two steps:
a UK Scheme of Arrangement for Beacon (Barinthus) shareholders, then a Delaware merger for Clywedog, making Clywedog a direct wholly owned subsidiary of Topco1.

Beacon shareholders will receive one Topco common share per Beacon share; Clywedog shareholders will receive approximately 4.36 Topco common shares per Clywedog share1.

After the merger, Clywedog holders will own about 66% and Beacon holders 34% of the combined company1.

Topco may conduct a self-tender offer of up to $27 million prior to the merger1.

The board will comprise at least one-third Beacon nominees and two-thirds Clywedog nominees, with a majority of independent directors1.

Key closing conditions include regulatory and shareholder approval, UK Court sanction, and SEC effectiveness of a registration statement by July 31, 20261.

A six-month lock-up will apply to certain Topco share holders after closing1.

The combined entity will be positioned to advance three differentiated clinical-stage product candidates targeting metabolic and autoimmune diseases3.

Sources:

1. https://www.stocktitan.net/sec-filings/BRNS/8-k-barinthus-biotherapeutics-plc-reports-material-event-8e72fd127a32.html

3. https://markets.businessinsider.com/news/stocks/barinthus-biotherapeutics-to-combine-with-clywedog-therapeutics-to-target-metabolic-and-autoimmune-diseases-1035237882