As per the agreement, each outstanding share of Callisto common stock will be exchanged for 0.17 shares of Synergy common stock and the 22,295,000 shares of Synergy held by Callisto will be canceled.
In addition, the shares of common stock of Synergy issued to the Callisto stockholders will be subject to a lockup beginning on the effective date of the merger and ending on the earlier of eighteen (18) months after such date or a Change in Control..
At closing, Synergy will issue, and Callisto stockholders will receive, in a tax-free exchange, shares of Synergy common stock such that Callisto stockholders will own approximately 38.3% of the combined company on a pro forma basis and Synergy stockholders will own approximately 61.7%.
The transaction, which is expected to close by the end of October 2012, is subject to the approval of Synergy and Callisto shareholders, required regulatory approvals and certain other conditions.
Synergy’s exclusive financial advisor was Canaccord Genuity while Brean Murray, Carret & Co is acting as exclusive financial advisor to Callisto.