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Vickers Vantage Corp. I *

Vickers Vantage Corp. I *

Dec 15, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Scilex Holding Company

EQUITY VALUE: $1.64 Billion
ANTICIPATED SYMBOL: SCLX

Vickers Vantage Corp. I have entered a proposed business combination with Scilex Holding Company.

Scilex is dedicated to the development and commercialization of non-opioid pain management products for the treatment of acute and chronic pain.

Scilex’s commercial product ZTLIDO® (lidocaine topical system) 1.8%, a non-opioid prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of pain associated with postherpetic neuralgia, shows continued sales growth of 35% year over year despite the continued impact of the COVID-19 pandemic. SP-102 (SEMDEXA™) is the first non-opioid novel injectable corticosteroid gel formulation product in Phase 3 development for the treatment of lumbar radicular pain, containing no preservatives, surfactants, solvents, or particulates. If approved by the FDA, SP-102 (SEMDEXA™) will be available in a pre-filled syringe formulation and will be administered as an epidural injection for the treatment of sciatica. Based on preclinical and clinical studies to date, SP-102 (SEMDEXA™) extends the residency time at the site of injection and has not demonstrated the safety concerns that led the FDA to warn against using other injectable steroid formulations by the epidural route of administration.

SUBSEQUENT EVENT – 9/14/22 – LINK

  • On September 12, 2022, Vickers and Scilex entered into Amendment No. 1 to the Original Support Agreement with the Vickers Shareholders (the “Support Agreement Amendment”).
  • The Support Agreement Amendment amends the Original Support Agreement to provide that if, as of immediately prior to the Closing, the holders of more than 75% of the aggregate amount of Parent Ordinary Shares issued and outstanding as of March 17, 2022, shall have exercised redemption rights in conjunction with the shareholder vote on the Extension Amendment or the Parent Shareholder Approval Matters, then automatically and without any further action by any other Person, such Vickers Shareholder shall forfeit a number of Parent Warrants equal to 40% of all Parent Warrants held by such Vickers Shareholder immediately prior to Closing, and all such Parent Warrants shall be canceled and forfeited for no consideration and shall cease to exist.

EXTENSION – 7/5/22 – LINK

  • The Sponsor approved the extension from July 11, 2022  to January 11, 2023 for one month at a time.
    • Each extension the sponsor approves, they will deposit $323,888 (or approximately $0.0333 per ordinary share that remains outstanding)

EXTENSION – 4/10/22 – LINK

  • On April 10, 2022, the Sponsors deposited an aggregate of $1,035,000 into the trust account and the Company now has until July 11, 2022, to consummate an initial business combination.

EXTENSION – 1/6/22 – LINK

  • On January 6, 2022, the Sponsors deposited an aggregate of $1,035,000 into the trust account and the Company now has until April 11, 2022, to consummate an initial business combination.

TRANSACTION

  • The total consideration to be paid at Closing (the “Merger Consideration”) by VCKA to Scilex stockholders will be an amount equal to the quotient of (a) the sum of
    • (i) $1,500,000,000 minus (ii) the aggregate amount of Scilex long term debt excluding intercompany debt owed to Sorrento existing as of immediately prior to the date of the closing of the transaction divided by (b) $10.00
  • Assuming no redemptions from VCKA’s shareholders, stockholders of Scilex will own approximately 88% of the outstanding shares of the Combined Company, assuming no debt adjustment.
  • As part of the transaction, Scilex’s existing equity holders will roll 100% of their equity into the Combined Company.
  • In connection with the transactions, VCKA’s sponsors have agreed to cancel 40% of their private warrants if redemptions exceed 75%.
  • The Combined Company is expected to have funds of up to $140 million held in VCKA’s trust account at closing before expenses, assuming no redemptions from VCKA’s shareholders, which is expected to occur by the third quarter of 2022.
  • The combined company is expected to have a pro forma equity value post-money of approximately $1.64 billion

PIPE

  • There is no PIPE for this deal.

UNDERWRITING AGREEMENT

  • Underwriting Agreement Amendment
    • If in connection with the consummation of a business combination, after redemptions of Ordinary Shares by VCKA’s shareholders, the balance in the trust account is $25,000,000 or less, then the Deferred Underwriting Commission will be payable as follows:
      • (A) 50% of the Deferred Underwriting Commission will be payable to Maxim directly from the trust account; and
      • (B) the remaining 50% of the Deferred Underwriting Commission will be payable to Maxim in the form of a Promissory Note on or before the one year anniversary of the effective date of a Business Combination.

LOCK-UP

  • Sponsor and Company
    • 180 days after the Closing Date.

SPONSOR FORFEITURE

  • In connection with the transactions, VCKA’s sponsors have agreed to cancel 40% of their private warrants if redemptions exceed 75%.

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to the Merger, VCKA shall have at least $5,000,001 in net tangible assets

NOTABLE CONDITIONS TO TERMINATION

  • On or after July 11, 2022 (the “Outside Date”), if the Merger shall not have been consummated prior to the Outside Date; provided that if an Extension Amendment shall be in effect, the Outside Date shall be the Extension Date
  • By VCKA, in the event that Scilex’s audited financial statements for 2020 and 2021 have not been delivered to the Parent Parties on or before March 31, 2022 and remain undelivered prior to the termination of the Merger Agreement

ADVISORS

  • Loeb & Loeb, LLP is serving as legal counsel to VCKA.
  • Paul Hastings LLP is serving as legal counsel to Scilex.

MANAGEMENT & BOARD

Executive Officers

Jeffrey Chi, 52
Chief Executive Officer and Chairman

Dr. Chi co-founded Vickers Ventures Partners in 2005 and is a member of its Investment Committee. From 2013 to April 2017, Dr. Chi also served as the Chairman of the Singapore Venture Capital and Private Equity Association. From 2001 to 2005, Dr. Chi was with Pegasus Capital, where he initially served as a Senior Consultant with the Monitor Group and later served as Corporate Finance Specialist and an Executive Director managing engagements for a wide range of clients in both the public and private sectors. Dr. Chi’s operational background includes working on the management team of an engineering and construction group where he oversaw operations in Singapore, Malaysia, Taiwan and Indonesia from 1992 to 1998. Dr. Chi graduated from the University of Cambridge with First Class Honors in Engineering and has a Ph.D. from the Massachusetts Institute of Technology. He is also a CFA charterholder, and is fluent in English and Mandarin.

Chris Ho, 33
Chief Financial Officer and Director

Mr. Ho joined VVP in 2016 as a Venture Principal, sourcing and evaluating international new investments and acquisitions, with a particular focus on technology investments. Prior to joining VVP, Mr. Ho worked at ZS Associates, a sales and marketing consulting firm, from January 2014 to April 2017 where he specialized in sales transformation projects. His work ranged from portfolio and business strategy and customer segmentation to incentive compensation plan design and effectiveness diagnostics, across a broad spectrum of industries including high-tech, travel and transportation, and agri-chemicals. Mr. Ho received a B.S. in Political Science and an MS in Electrical Engineering, both from Columbia University. He is fluent in English and Mandarin.

Board of Directors

Pei Wei Woo, 44
Director

Since January 2019, Ms. Woo has served as Managing Director of FOSUN, one of the largest private conglomerates in China with global businesses in healthcare and consumer products, financial services, tourism, entertainment and real estate. In 2018, Ms. Woo served as head of all international capital allocation, asset management and investment products at Lu International PTE Ltd., the global financial technology headquarters for Lufax Holdings, China’s largest online wealth management platform. From 2014 to 2017, she served as Senior Director of CDPQ Asias Pacific PTE Ltd., one of Canada’s largest pension plans. From 2013 to 2014, she served as Vice President of JPMorgan Asset Management. From 2007 to 2012, Ms. Woo was a Director at Cenenium Capital Partners, a single family office in New York. From 1999 to 2017, she was a Director at the Economic Development Board in Singapore. Ms. Woo received a B.Sc. in Economics from London School of Economics and an M.A. in Economics from Yale University.

Suneel Kaji, 51
Director

Since May 2019, Mr. Kaji has served as a Managing Director of Everstone Capital, which manages in excess of US$6.5 billion, and its Everstone Capital US and Everstone Capital Asia Pte group of funds, for which he co-leads control equity and special situations investing in consumer and business services and cross-border investments between the US and Asia. Mr. Kaji was formerly a member of the board of directors of Twelve Seas Investment Company, a blank check company, from June 2018 until it an initial business combination with Brooge Holdings in December 2019. Previously from October 2016 through the spring of 2019, Mr. Kaji had served as an employee director of the University of Texas and Texas A&M System Management Company (UTIMCO), advising on co- and direct principal investments globally as well as emerging markets’ fund selection. Prior to joining UTIMCO, Mr. Kaji served as a Managing Director of Accordion Partners LLC, a private equity consultancy with three offices globally. He established and led the firm’s investment affiliate (established in 2014) that co-invests with the firm’s consultancy clientele. From 2008 to June 2014, Mr. Kaji had been a Managing Director and Senior Investment Manager-Private Investments at TRG Management (an affiliate of the Rohatyn Group). He managed non-real estate private investment activity across Asia, including cross-border investments with the US and Australia. He was responsible for origination, evaluation, and structuring of private equity and distressed credits across diverse industries such as natural resource services, chemicals, logistics, and consumer services. Mr. Kaji also sat on the boards of two joint venture real estate and infrastructure funds in Asia. From 2003 to 2008, Mr. Kaji was a Managing Director at the GEM-Kinderhook Funds in New York, focused on mid-cap control investments, structured minority equity and hybrid credit transactions in the US, as well as opportunistic pursuits in China, the Middle East North Africa region, and India. From 1999 to 2003, Mr. Kaji was a Principal at Crown Capital Group, a mid-cap private equity group established by DLJ Merchant Banking, Apollo Management and former employees thereof. Previously he was a Vice President at DLJ Merchant Banking Partners (1996 to 1999), based in New York and Hong Kong. Mr. Kaji started his career in finance with Salomon Brothers (1991 to 1994) and entered the principal investment business at Goldman Sachs (1995). He graduated from the Wharton School of the University of Pennsylvania with a Bachelors of Science in Economics, magna cum laude, and Stanford University with an MBA from the Stanford Graduate School of Business.

Steve Myint, 62
Director

Dr. Myint has served as a Senior Fellow to A*Star, a Singapore research agency for economic oriented research in scientific discovery and innovative technology, since 2010, and a consultant to its commercialization arm, Accelerate. He has also served as an adjunct Professor at Duke-NUS Medical School since 2015. From 2007 to 2009, he was Chief Medical Officer at BTG International, one of the United Kingdom’s largest life science companies which was sold to Boston Scientific in 2018. Prior to that, he was Global Medical Director of SmithKline Beecham (which subsequently became part ort of GlaxoSmithKline) where he was responsible for leading its global development programs. He is a former Professor of Microbiology & Immunology in Leicester and Dean of Medicine & Head of the Health Schools at the University of Surrey. He was also the co-founder of Innovatum partners, Finland’s first specialist investor in life sciences and advisor in life sciences to Finland’s sovereign wealth fund. He is also founder of 42 and ambassador to Institute of Ethics and Values in Slovenia, both of which promote ethical values in companies and society. He is also chairman of the boards of SGVector and INeX, Singaporean life science companies. Dr. Myint received a MD from London University and a PhD from Wurzburg University.

 

ByKristi Marvin