Cyclacel Pharmaceuticals Extends Transaction Deadline, Introduces $1 Million Cash Consideration for Fitters Acquisition

Cyclacel Pharmaceuticals has amended its exchange agreement with FITTERS Diversified Berhad, adding a $1 million cash consideration. The transaction involves a 19.99% issuance of Cyclacel's common stock, subject to shareholder approval. The final transaction date has been extended to September 30, 2025, following unanimous board approval. Cyclacel aims to acquire all ordinary shares of Fitters Sdn. Bhd., turning it into a wholly-owned subsidiary, enhancing its business portfolio and strategic growth objectives.

Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC) has amended its exchange agreement with FITTERS Diversified Berhad (9318.KL) to acquire all ordinary shares of FITTERS' subsidiary, Fitters Sdn. Bhd. (Fitters Sub). The amended agreement includes a $1 million cash consideration, an issuance of 19.99% of Cyclacel's common stock, and an extension of the closing date to September 30, 2025. The boards of both companies have unanimously approved the transaction, which is subject to shareholder approval.

Under the amended agreement, Cyclacel will issue stock representing 19.99% of its outstanding shares to FITTERS and pay an additional $1 million at closing. Fitters Sub will become a wholly-owned subsidiary of Cyclacel, enhancing the company's business portfolio and strategic growth objectives. The transaction aims to diversify Cyclacel's business operations into the fire safety sector, potentially opening new revenue streams.

The transaction carries several potential risks, including the possibility of failure to obtain stockholder approval or regulatory clearances, which could jeopardize the deal and negatively impact stockholder confidence. Additionally, the company may face disruptions to its operations during the transaction process, affecting its business performance and relationships with customers and suppliers. Legal and regulatory uncertainties, including the possibility of litigation related to the transaction, could pose significant challenges and costs for the company.

Cyclacel is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, epigenetics, and mitosis biology. FITTERS is an investment holding company engaged in the sale of fire safety materials, equipment, and fire prevention systems, as well as waste-to-resource services and real estate development and construction.

For more information about the proposed transaction, investors can refer to the Proxy Statement/Prospectus when filed with the SEC and on Cyclacel’s website.

References:
[1] https://www.nasdaq.com/articles/cyclacel-pharmaceuticals-enters-amendment-exchange-agreement-fitters-diversified-berhad