Closely-held Keystone Dental Holdings agreed to a definitive business combination with Check-Cap (NASDAQ:CHEK), with stockholders of Keystone becoming majority holders of the combined company.
If completed, the business combination would create a public company focused on advancing commercial execution and market development of Keystone Dental’s portfolio of implants, arches and other tooth replacement solutions comprised of restoration products, prosthetic solutions, biomaterial, and digital dentistry capabilities.
On closing, the combined company will trade on the NASDAQ under the symbol “KSD.” The executive team of Keystone Dental will serve as the executive team of the combined company, led by Melker Nilsson, Keystone’s CEO. Keystone 2022 revenues exceeded $60-million.
Based upon the number of shares to be issued in the business combination, current Check-Cap security holders are expected to own approximately 15% of the combined company, representing an equity valuation of $39.7-million and Keystone Dental security holders are expected to own approximately 85% of the combined company, representing an equity valuation of $225-million.
“Following a comprehensive and thorough review of strategic alternatives that Check-Cap’s board and its advisors undertook involving the review of over 40 formal offers, Check-Cap’s board of directors concluded that the proposed transaction with Keystone Dental is in the best interest of our shareholders,” Steven Hanley, chairman of Check-Cap, said in a statement.
The business combination is subject to the approval of Check-Cap shareholders at a special meeting of shareholders, which is expected to occur in the fourth quarter of 2023.
