To acquire the entire issued share capital of Xanthus, Antisoma will issue to Xanthus’s shareholders an aggregate of 97.3 million new ordinary shares in the share capital of Antisoma if the closing date is on or prior to June 16, 2008 or an aggregate of 99.3 million new ordinary shares in the share capital of Antisoma if the closing date is on or after June 17, 2008, representing approximately 22% of the issued share capital of Antisoma.
If the total consolidated balance sheet liabilities of Xanthus upon closing of the transaction are in excess of $4.2 million net of cash, Antisoma will be entitled to reduce the consideration payable by the amount of such excess. Up to 10% of the total consideration payable will be held back by the company until 18 months after the closing date of the transaction, subject to deductions based on claims for indemnity by Antisoma or as otherwise allowed under the terms of the acquisition agreement. Closing of the transaction is expected to be on or around June 10, 2008.