PROPOSED BUSINESS COMBINATION: Reviva Pharmaceuticals, Inc.
ESTIMATED CURRENT FUNDS in TRUST: $34.5 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.85*
ENTERPRISE VALUE: $84.8 million
Tenzing Acquisition Corp. proposes to merge with Reviva Pharmaceuticals, Inc. (“Reviva”), a California-based clinical stage pharmaceutical company developing therapies that address unmet medical needs in the areas of central nervous system, cardiovascular, metabolic, and inflammatory diseases.
The company’s lead product, Brilaroxazine (RP5063), has previously demonstrated efficacy and safety in a global phase 2 clinical study for schizophrenia and schizoaffective disorders. Brilaroxazine also showed efficacy for pulmonary arterial hypertension (“PAH”) and idiopathic pulmonary fibrosis (“IPF”) compared to the approved drugs in proven translational models. Brilaroxazine is ready for Phase 3 clinical study in Schizophrenia, and Phase 2 studies in PAH and IPF. It has also recently gained Orphan Drug Designation from FDA for the treatment of PAH and IPF.
The closing is currently expected to occur in September 2020 or the fourth quarter of 2020. Furthermore, the Transactions are not subject to any minimum cash requirements for Tenzing.
SUBSEQUENT EVENTS – October 21, 2020
Under the Backstop Agreements, the Backstop Investors agreed to
- (i) purchase in the aggregate, among all Backstop Investors, a total of 417,518 of the Company’s ordinary shares in open market or private transactions (the “Backstop Shares”),
- (ii) hold and not transfer, grant any proxies or powers of attorney, or incur any liens with respect to, such Backstop Shares through the closing of the Reviva Business Combination, and
- (iii) not redeem any Backstop Shares in connection with the Reviva Business Combination or any future extension of the Company’s deadline to consummate its initial business combination prior to the closing of the Reviva Business Combination.
- In exchange, the Company agreed to issue to the Backstop Investors for each ten (10) Backstop Shares that they purchase on or prior to October 23, 2020 and hold without transfer, do not redeem and otherwise act in material compliance with the terms of the Backstop Agreement one (1) share (each, an “Additional Share”) of common stock of the Company
- such issuance to be completed by the Company within 10 business days after the closing of the Reviva Business Combination.
- If the Backstop Investors acquire all of the Backstop Shares prior to such deadline, the Company will be required to issue a total of 41,748 Additional Shares.
- Tenzing entered into an additional backstop agreement with Reviva Pharmaceuticals, Inc., a Delaware corporation (“Reviva”), and an additional investor in connection with the Company’s previously announced proposed business combination with Reviva (the “Reviva Business Combination”), pursuant to which such investor agree to purchase 23,148 of the Company’s ordinary shares in open market or private transactions, and the Company agreed to issue up to 2,314 shares of the Company in connection therewith.
- Tenzing and Reviva granted waiver letters to investors under the backstop agreements representing 394,370 backstop shares extending the date by which such investors must purchase their required backstop shares in order to be eligible to receive the additional shares of the Company under the backstop agreements to November 13, 2020.
As part of this transaction, Tenzing will reincorporate from the British Virgin Islands to the State of Delaware, and a newly formed Delaware subsidiary of Tenzing will merge with and into Reviva, with Reviva continuing as the surviving corporation and a wholly-owned subsidiary of Tenzing.
Reviva’s stockholders will receive $62.4 million of Tenzing common stock (with each Tenzing share valued at the redemption price to be paid to Tenzing’s public shareholders who redeem their shares in connection with the closing of the business combination), and Reviva’s outstanding options and warrants to acquire capital stock of Reviva will be assumed by Tenzing.
Assuming no redemptions by Tenzing shareholders and assuming no other equity issuances by Tenzing, immediately following the closing, the pre-closing shareholders of Reviva and Tenzing are expected to hold approximately 52% and 48% of the issued and outstanding shares of the combined company, respectively. All cash remaining in Tenzing at the closing after paying off transaction expenses and Tenzing liabilities is expected to be used for Reviva’s growth and development.
The former Reviva stockholders will have the ability to earn an additional one million shares of Tenzing common stock after the closing if certain stock price and product development milestones are met within three years after the closing.
NOTABLE CONDITIONS TO CLOSING
- Tenzing having received evidence reasonably acceptable to Tenzing that Reviva has extinguished and satisfied approximately a specified judgement against Reviva.
- Absence of any Material Adverse Effect with respect to Reviva and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is continuing and uncured;
NOTABLE CONDITIONS TO TERMINATION
- By either Tenzing or Reviva if any of the conditions to Closing have not been satisfied or waived by December 25, 2020 (the “Outside Date”), extended from September 25, 2020. This is the period ending on the last day for Tenzing to consummate a business combination after such Extension and such period as determined by Tenzing
MANAGEMENT TEAM & BOARD POST-CLOSING
Following the closing of the Transactions, the public company will be led by Reviva’s management team, with Dr. Laxminarayan Bhat as Chief Executive Officer, and Marc Cantillon, MD, as the Chief Medical Officer. Parag Saxena will continue to serve as the Chairman of the Board of Directors post-closing.
TENZING MANAGEMENT & BOARD
Rahul Nayar, 49
Chief Executive Officer and Director
Mr. Nayar has significant experience and relationships with the PE industry in India and with Indian companies interested in accessing the US capital markets. Mr. Nayar founded Shree Capital Advisors, an India focused cross border consulting firm in 2007, where he provides consulting services to large global PE investors focused on the secondary PE market in India. Since 2007, he has provided India consulting services to one of the largest global secondary private investors managing approximately $38 billion. In 2012, he advised on the NYSE IPO of an Indian rice packaged foods company, which raised $90 million, and was the first every non-technology direct listing of an Indian company in the U.S. He worked with various SPAC management teams, to assist them with sourcing Indian transactions, including ROI Acquisition Corp II, in 2015. From 2005 to 2007, Mr. Nayar was Executive Director in the Strategic Solutions Group at UBS Investment Bank in New York, where he led corporate finance solutions for UBS’s corporate clients across industries such as insurance, media, finance, industrial and technology. From 1994 to 2005, Mr. Nayar worked at GE Capital Market Services and was the Managing Director for equity monetization and corporate finance, advising on over $20 billion of large structured transactions, including the execution of the largest REIT equity monetization at the time ($1.1 billion, Regency Centers). He was also involved in managing $200 million of high yield investments and was the risk manager for the $3 billion off-balance sheet asset-backed portfolio of a subsidiary of GE Capital Market Services.
Gonzalo Cordova, 63
Mr. Cordova has been a Partner at Vedanta Capital since 2006 and manages the firm’s Collateralized Financial Obligation, a $275 million structured Private Equity fund of funds. He is a member of the of the firm’s investment committee, including having responsibilities for monitoring and selecting fund investments. Before joining Vedanta Capital, Gonzalo was a Senior Portfolio Manager at Citigroup Asset Management in New York where he was a Director and managed all collateral bond obligation funds (CBO’s) with emerging markets collateral. He joined Citigroup AM in 1986 in Switzerland in the Private Bank Investment Services area and was a Portfolio Manager of Global Fixed Income and Balanced funds. A member of various investment policy committees, he was also an Investment Counselor, specializing in emerging markets and derivatives transactions, and lead a $50 million private placement note issue. At Citigroup Asset Management, he helped launch and manage various local, regional and global fixed income funds for over 10 years, in addition to taking on overall responsibility for $650 million in CBO’s. Prior to joining Citibank, Gonzalo worked at Business International S.A. in Geneva, where he was Associate Director of the Human Resources Division, with responsibility for compiling and marketing cost-of-living and executive compensation studies. He has also been an Adjunct Professor at Webster University in Geneva and John Jay College in New York. Gonzalo earned his B.A. and M.A. degrees in economics from the University of Florida and a Diplôme d’Etudes Approfondies in economic policy from Institut d’Etudes Politiques in Paris. He received his PhD in economics from the City University of New York, where he concentrated in environmental and financial economics. He holds a Chartered Financial Analyst designation.
Atanuu Agarrwal, 29
Mr. Agarrwal has been an investment professional, currently as a senior associate, at New Silk Route Growth Capital, or NSR, and Vedanta Capital since 2012. He manages investments worth over $500 million across financial services, education, telecom, pharmaceutical and media sectors. He collaborated with other investors in a financial services platform to invest in PNB Housing Finance, which the platform subsequently sold and which later went public in India. Mr. Agarrwal managed the highly profitable exit of NSR’s investment in the platform to Carlyle in 2015. He also works closely on NSR’s investments in Beaconhouse, a large network of K-12 schools present in 7 countries, and Varsity Education Management, a leading service provider to K-12 schools and colleges in India; Mr. Agarrwal has also managed early stage investments in the SAAS and medical devices sectors for Vedanta Capital. From 2011 to 2012, Mr. Agarrwal was part of the investment banking team at Credit Suisse where he was part of the successful $3 billion acquisition of a stake in a Portuguese utility, EDP, by China Three Gorges, which at that time was the largest ever China-into-Portugal cross-border investment. Mr. Agarrwal holds a B.tech and M.tech in Materials Science from the Indian Institute of Technology, Bombay where he completed a dissertation on the applications of Graphene in drug delivery systems and co-authored a paper in the prestigious Journal of Magnetism and Magnetic Materials.
Board of Directors
Parag Saxena, 63
Chairman of the Board of Directors
Mr. Saxena co-founded Vedanta Capital and New Silk Route Growth Capital, private equity companies, in 2006 which currently collectively manage over $1 billion in assets. He is the Managing Partner and Chief Executive Officer of both firms. Previously, he was Chief Executive Officer of INVESCO Private Capital (and its predecessor firms), a venture capital firm in the U.S. During his 23-year tenure, over 300 investments were made, including Amgen, Costco, PictureTel, Polycom, Staples and Starbucks. Mr. Saxena led more than 90 investments for INVESCO Private Capital (and its predecessor firms), a third of which went on to become public companies. These investments include Alkermes, Celgene, Genomic Health, Indigo, Masimo, Transgenomic, Xenon Pharmaceuticals, Amber Networks, ARM Holdings, MetroPCS, and Volterra. Mr. Saxena has served on committees advising the Prime Minister of India on foreign direct investments, and the Planning Commission of India on venture capital. He is also a Director of the Indian Institute of Technology, Bombay’s Heritage Fund as well as a Trustee of the Bharatiya Vidya Bhavan. He is on the Advisory Board of the Center for Advanced Studies on India at the University of Pennsylvania and is on the Indian Advisory Council of Brown University. Mr. Saxena was the President of TiE Tri-State (NY, CT, NJ) from 2003 to 2010. He was also on Mayor Bloomberg’s Applied Sciences NYC Advisory Committee. Mr. Saxena received an M.B.A. from the Wharton School of the University of Pennsylvania. He earned a B.Tech. from the Indian Institute of Technology, Bombay and an M.S. in Chemical Engineering from the West Virginia College of Graduate Studies.
William Campbell, 74
Mr. Campbell is the Founder, and has been the President, of Sanoch Management, a consulting and seed investment firm that invests in financial companies, start-up companies, and venture capital firms, since January 2000. He is also serves as Senior Operating Advisor for New Silk Route Growth Capital. Mr. Campbell is the former Chairman of the Card Services Unit of JPMorgan Chase, where he was most recently a senior advisor to the Chairman and CEO. From 2005 to 2007 he served as Chairman of Visa International, leading the organization to its IPO in 2008, the largest in U.S. history at such time. Prior to his executive roles at JPMorgan Chase and its predecessors, Mr. Campbell oversaw Citigroup’s Global Consumer Business, including global branch banking and credit cards. He became Chief Executive Officer of Global Citibank in 1996 and Chief Executive Officer of Citigroup’s Global Consumer Business in 1997. Before joining Citicorp in 1995, Mr. Campbell spent 28 years at Philip Morris, where he served in several prominent positions, including Chief Executive Officer of Philip Morris USA and President of Philip Morris Asia Pacific. Mr. Campbell earned a Bachelor’s Degree in Economics from the University of Alberta and a Master’s Degree in Business Administration from the University of Western Ontario. He is Vice Chairman of the Brooklyn Academy of Music and is also a member of the executive committee of The Byrd Hoffman Water Mill Foundation as well as a member of the Canadian Advisory Board to the Woodrow Wilson Institute.
Nina Shapiro, 69
Ms. Shapiro is a Senior Operating Advisor for New Silk Route Growth Capital. Ms. Shapiro is the former Vice President Finance and Treasurer of the World Bank Group’s International Finance Corporation (IFC). She was appointed Treasurer in 2000 and Vice President Finance in 2003, and held those titles until she retired in 2011. In those roles Ms. Shapiro managed IFC’s funding, liquid asset investments, asset liability management and the Corporation’s initiatives in structured finance and in local currency and risk hedging instruments. She has also held several prominent positions at the World Bank including Senior Financial Analyst for Asia Infrastructure and Director of Project Finance and Guarantees, where she developed the Bank’s partial risk guarantee instrument in project finance and the partial credit guarantee in capital market transactions. Ms. Shapiro currently serves on the boards of Man Group, RusRail Leasing, African Minerals and is a member the World Bank Group Pension Board. She holds an MBA from Harvard Business School, where she received a Sheldon Fellowship, and a Masters in Planning from Harvard Graduate School of Design. In 2010, she received the Euroweek Lifetime Achievement Award for her contributions to the capital markets.
Vikas Thapar, 69
Mr. Thapar has over 25 years of experience in direct private equity investing, managing funds, privatization advisory and syndications in global emerging markets and India. He is currently one of the founding board members of Kitara Capital (and its holding company Halcyon Capital Holding Co. SAOC), an Oman & Dubai based private equity holding company founded in 2009, with investments in private and public equity across India and the Middle East. Mr. Thapar co-founded the Leverage India Fund LLC in 2005, a $150 million private equity fund, which has exited most of its investments across a variety of sectors including media, pharmaceuticals and healthcare, consumer goods and infrastructure. Prior to that, Mr. Thapar held several senior positions with the International Finance Corporation, the investment arm of World Bank, over a period of 20 years. Mr. Thapar was head of IFC’s European office in Paris, France (1996 – 2001), Head of IFC’s Central European office based in Prague (1990 – 1996) as well as Principal Investment Officer for East Asia and Pacific, Middle East & N. Africa (1981 – 1990) based in Washington, DC. During that time, he was also a member of the Board of several PE funds and financial institutions and advised governments on privatization advisory and capital markets reforms. He has completed the Advanced Executive Management Program at Harvard University, has an M.B.A. from McGill University in Canada and a B.Tech. in Electrical Engineering from the Indian Institute of Technology (IIT), New Delhi. Mr Thapar has been a member of the Board of Directors of the Salzburg Global Seminar, a non-profit organization based in Salzburg, Austria and Washington, DC since 2010.