21 September 2023
Vela Technologies plc
("Vela" or "the Company")
Update on Put Option for potential sale of Economic Interest in AZD1656
Further to the Company's announcements on 15 August 2023, 7 September 2023 and 8 September 2023, the Board of Vela (AIM: VELA), an AIM-quoted investing company focused on early-stage and pre-IPO disruptive technology investments, notes the announcement made by Murphy Canyon Acquisition Corp. (NASDAQ: MURF) ("Murphy") that at the special meeting of stockholders held yesterday, its initial business combination with Conduit Pharmaceuticals Limited ("Conduit") has been approved.
An extract of the Murphy announcement is set out below and a link to the announcement can be found here:
On 20 April 2023, Vela announced that the Company entered into a put option agreement to give the Company the right, but not the obligation ("the Option"), to sell its economic interest in the commercialisation of the Covid-19 application of AZD1656 for a total consideration of £4.0 million. The Option was granted by Conduit and its prospective parent company, Murphy, a Company listed on NASDAQ.
On 15 May 2023, Vela announced that Murphy had filed the Form S-4 Registration Statement and preliminary proxy statement with the SEC.
Following the approval of the business combination of Conduit and Murphy by Murphy shareholders, the Board of Vela intends to exercise the Option following the satisfaction or waiver of the remaining closing conditions as stated in the Murphy announcement.
The Company will release further announcements as and when appropriate.
Extract from Murphy announcement
SAN DIEGO, CA / ACCESSWIRE / September 20, 2023 / Murphy Canyon Acquisition Corp. (Nasdaq:MURF) ("MURF" or "Murphy Canyon"), a special purpose acquisition company, announced today that at a special meeting of the MURF stockholders (the "Special Meeting") held today, MURF's stockholders voted in favor of the proposed business combination (the "Business Combination") with Conduit Pharmaceuticals Limited ("Conduit") and the related proposals. As a result, the completion of the Business Combination is expected to occur as soon as practicable, subject to the satisfaction or waiver of remaining closing conditions. Following the completion of the Business Combination, the newly combined company will operate as Conduit Pharmaceuticals Inc. and its common stock and public warrants will trade on The Nasdaq Global Market under the symbols "CDT" and "CDTTW". Assuming that closing is completed on September 21, 2023, trading in the common stock and public warrants is expected to continue on Nasdaq, switching from the symbols "MURF" and "MURFW" to the new symbols "CDT" and "CDTTW", respectively, at the open of trading on September 22, 2023.
About Conduit
Conduit is a disease agnostic life science company providing an efficient model for compound development. Formed in 2019, Conduit is a departure from the traditional big pharma/biotech business model whereby, typically companies shepherd their assets through regulatory approval, Conduit acquires assets that are Phase II-ready and then seeks an exit through third-party license deals following successful clinical trials. Conduit is led by a highly experienced team of pharmaceutical executives, including Dr. David Tapolczay and Dr. Freda Lewis-Hall, and was established to fund the development of clinical molecules licensed from major pharmaceutical companies.
About Murphy Canyon Acquisition Corp.
Murphy Canyon is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Management is led by Jack Heilbron, Chief Executive Officer and Chairman of the Board of Directors. Murphy Canyon is sponsored by Murphy Canyon Acquisition Sponsor, LLC, a wholly owned subsidiary of Presidio Property Trust, Inc. (Nasdaq: SQFT), which is expected to own 4,015,250 shares of Conduit after the successful completion of the Business Combination.
Important Information and Where to Find It
This press release relates to a proposed transaction between Conduit and MURF. In connection with the proposed Business Combination, Murphy Canyon filed its registration statement on Form S-4 that includes a proxy statement with respect to the stockholder meeting of Murphy Canyon and a prospectus with respect to securities of the combined company (the "Registration Statement"). The proxy statement/prospectus was sent to all Murphy Canyon stockholders. Murphy Canyon has also filed prospectus supplements amending the proxy statement/prospectus that was sent to all Murphy Canyon stockholders. Murphy Canyon has filed and will file other documents regarding the proposed Business Combination with the U.S. Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITIES HOLDERS OF MURPHY CANYON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, PROSPECTUS SUPPLEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Investors and securities holders are able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Murphy Canyon through the website maintained by the SEC at https://sec.gov/. In addition, the documents filed by Murphy Canyon may be obtained free of charge from Murphy Canyon's website at https://murphycanyonac.com or by written request to info@murphycanyonac.com. Additional information about the business combination agreement dated November 8, 2022, as amended (the "Business Combination Agreement"), and the transactions contemplated thereby (the "Transaction") and investor presentations, were provided in Current Reports on Form 8-K filed by Murphy Canyon with the SEC which can be accessed at www.sec.gov as well as online at https://murphycanyonac.com.
For further information, please contact:
| Vela Technologies plc Brent Fitzpatrick, Non-Executive Chairman James Normand, Executive Director | Tel: +44 (0) 7410 886830
|
| Allenby Capital Limited (Nominated Adviser) | Tel: +44 (0) 20 3328 5656 |
| Nick Athanas / Piers Shimwell | |
| Peterhouse Capital Limited (Broker) | Tel: +44 (0) 20 7469 0930 |
| Lucy Williams / Duncan Vasey | |
| Novus Communications (PR and IR Adviser) | Tel: +44 (0) 20 7448 9839 |
| Alan Green / Jacqueline Briscoe | |
About Vela Technologies
Vela Technologies plc (AIM: VELA) is an investing company focused on early stage and pre-IPO long term disruptive technology investments. Vela's investee companies have either developed ways of utilising technology or are developing technology with a view to disrupting the businesses or sector in which they operate. Vela Technologies will also invest in already-listed companies where valuations offer additional opportunities.
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