Tottenham Acquisition I Limited *
PROPOSED BUSINESS COMBINATION: Clene Nanomedicine, Inc.
ESTIMATED CURRENT FUNDS in TRUST: $20.98 million*
CURRENT PER SHARE REDEMPTION PRICE: $11.02*
ENTERPRISE VALUE: $542.5 billion
*SPACInsider estimate
Tottenham Acquisition I Ltd. proposes to combine with Clene Nanomedicine, Inc., a privately held, clinical-stage biopharmaceutical company focused on the development of unique therapeutic candidates for neurodegenerative diseases. Clene has innovated a novel nanotechnology drug platform for the development of a new class of orally-administered neurotherapeutic drugs. Clene has also advanced into the clinic an aqueous solution of ionic zinc and silver for anti-viral and anti-microbial uses. Founded in 2013, the company is based in Salt Lake City, Utah with R&D and manufacturing operations located in North East, Maryland.
Clene has created a novel nanotechnology drug platform for the development of a new class of orally-administered neurotherapeutic drugs. Clene’s lead asset, CNM-Au8, is an orally administered therapeutic under investigation for the neurorepair of various neurodegenerative diseases including multiple sclerosis, Parkinson’s disease, and ALS, with one Phase 3 trial multiple Phase 2 clinical studies ongoing. Clene is also pursuing development of an ionic zinc-silver solution, CNM-ZnAg, for broad-based anti-viral and anti-microbial use, including the treatment of COVID-19. Two planned Phase 2 studies will test CNM-ZnAg efficacy in Brazil and Russia. There is not yet sufficient data to determine the efficacy of any of our drug candidates and their potential therapeutic applications.
Clene’s current management team will continue running the combined company after the transaction.
Highlights
- Clene is a clinical-stage biopharmaceutical company developing the first potential therapeutic nanocatalyst, CNM-Au8, for treatment of neurodegenerative diseases with a Phase 3 study underway in amyotrophic lateral sclerosis (ALS), and concurrent Phase 2 clinical programs ongoing for the neuroreparative treatment of multiple sclerosis, Parkinson’s disease, and ALS.
- Clene is presently launching two additional Phase 2 COVID-19 studies with a second nanotherapeutic asset, CNM-ZnAg, in Brazil and Russia.
- Clene is valued at $542.5 million in the proposed merger. Assuming no shareholder redemption, the combined company will receive cash of $25 million from Tottenham’s trust account.
TRANSACTION
Tottenham’s wholly owned subsidiary, Chelsea Worldwide, will acquire Clene and be renamed as Clene Inc., resulting in Clene Inc. becoming a listed company on the Nasdaq Capital Market.
At the effective time of the transactions, Clene’s shareholders and management will receive approximately 54.25 million shares of Chelsea Worldwide’s common stock.
In addition, Clene shareholders will be entitled to receive earn-out consideration of up to an additional 8,333,333 shares of Clene Inc.’s common stock, subject to Clene Inc. achieving certain share price thresholds prior to certain future dates or meeting certain Covid-19 clinical trial targets, as set forth in the Merger Agreement.
ADVISORS
- LifeSci Capital LLC and Chardan Capital Markets, LLC are acting as an M&A and financial advisors to the parties in this transaction.
- Loeb & Loeb LLP is acting as legal advisor to Tottenham.
- Kirkland & Ellis LLP and Stoel Rives LLP, Clene’s local counsel, are acting as the legal advisors to Clene.
TOTTENHAM ACQUISITION I LTD. MANAGEMENT & BOARD
Executive Officers
Jason Ma, 46
Chairman, Chief Executive Officer & Director
Mr. Ma has 18 years of operational and executive experience in consulting, finance and information technology. He joined Plan and Success Investment Co. Ltd, a Hong Kong based boutique financial and consulting service firm specializing in helping clients with corporate finance transactions and strategic marketing penetration and business development, and has been its Managing Partner since November 2008, during which Mr. Ma has been responsible for leading the capital raising, merger and acquisition and listing related activities of its clients. Prior to that he was Vice President of Idea Asia Limited from December 2007 to November 2008 and Executive Director of Titanium Technology Limited from June 2003 to December 2007. Mr. Ma served as a Project Management Director at Ebiz Incubation Co. Ltd., a venture investment and incubation of a Hong Kong based private fund, from November 2000 to January 2003. Mr. Ma obtained a Master of Science in E-commerce and Internet Computing degree from the University of Hong Kong in 2001, a Master of Business Administration degree from Marshall School of Business at University of Southern California in 1998, and a Bachelor of Science in Electronic Engineering and Computer Science degree from the University of California, Berkeley in 1995.
Felix Wong, 52
Chief Financial Officer & Director
Mr. Wong has 29 years of operational and executive experience in finance, accounting and venture capital. Mr. Wong has served as group Chief Financial Officer of Raytrons Technologies Limited since August 2015, during which Mr. Wong has been overseeing the overall financial function of the Group, including group accounting and corporate governance. Prior to that, he was Chief Financial Officer and Executive Director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount of US$600 million and focused on environmental and clean technology investments. Mr. Wong also served as Senior Director and Chief Financial Officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011. Additionally, Mr. Wong was the Chief Financial Officer of Natixis Private Equity Asia from November 2006 till October 2008 and an Associate Director of JAFCO Asia from March 2002 to October 2006. Mr. Wong began his career in 1992 as a Manager for Icon Medialab, was a Senior Finance Manager of Nielsen and Planning-Free Shopper from April 2000 to November 2001 and an Auditor at PricewaterhouseCoopers from August 1989 until March 2000. Mr. Wong earned his Masters of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration from the Hong Kong Polytechnic University in 1989.
Board of Directors
Satoshi Tominaga, 39
Director
Mr. Tominaga has 15 years of experience in investment and private equity. Mr. Tominaga was Managing Director of Kunsheng Investment Hong Kong Limited from May 2016 till July 2017, where he acted as the Investment Head of Japan. Prior to that, Mr. Tominaga served as Managing Director of Fosun International from November 2014 to February 2016, where he acted as the Investment Head of Japan. Before Fosun International, Mr. Tominaga was Executive Director/Expatriate at SBI Hong Kong. He joined SBI Holdings in December 2010 in Japan, and was responsible for the IPO of SBI Holdings in Hong Kong and making investment decisions. Additionally, Mr. Tominaga was Assistant Vice President / Expatriate of Daiwa Capital Markets Hong Kong Limited (Daiwa Securities Group Inc.) from September 2008 until September 2010, and Sales Trader of Daiwa Securities Group Inc. from January 2008 to September 2008. Prior to Daiwa, he joined Calyon Capital Markets Asia (CLSA) as a Private Equity Analyst in January 2007. Mr. Tominaga began his career in 2003 as a Project Leader at NTT DoCoMo Inc. Mr. Tominaga earned his Master of Science in Global Finance degree from Stern School of Business at New York University / Hong Kong University of Science and Technology in 2012 and a Bachelor of Science in Electrical Engineering degree from the University of California, Los Angeles in 2003.
Albert Lyu, 39
Director
Mr. Lyu has more than 12 years of experience in finance and accounting. Mr. Lyu served as Chief Financial Officer of China Lending Corporation (NASDAQ: CLDC) from January 2017 until July 2017. Mr. Lyu served in the assurance department of a first tier international accounting firm over the past eleven years. He began his career at Deloitte Touche Tohmatsu LLC in December 2005 as an Associate, left Deloitte in April 2009, and was a Director at Marcum Bernstein & Pinchuk LLP till June 2016. Mr. Lyu is a Member of the Association of Chartered Certified Accountants. Mr. Lyu obtained a Master of Business Studies degree in 2005 from Liverpool Business School at Liverpool John Moores University in the United Kingdom, and a Bachelor of Arts in Accounting degree with honors from Beijing Institute of Fashion Technology in 2003.
Estela Kuo, 56
Director
Ms. Kuo has more than 30 years’ experience in consulting, marketing and public relations. She has been the Secretary General of Z-Park Listed Companies Association, which is a think tank performing research and advocacy concerning finance and technology policy for Beijing Government since January 2013. Prior to Z-Park, Ms. Kuo managed her personal investments and acted as an angel investor for a number of start-up ventures starting from October 2009. In May 1999, Ms. Kuo founded Econeo Digital Marketing and served as Managing Director until December 2003. Following the merger of Econeo Digital Marketing into Ogilvy China in 2003, she continued to work for Ogilvy Red Force and served as its Managing Director, and concurrently as Managing Director of Ogilvy Activation China until December 2009. Prior to founding Econeo Digital Marketing, Ms. Kuo founded Magic Media China in May 1997 and was its managing director until May 1999, when it merged with E21 Corporation. Ms. Kuo began her career in 1987 as a brand marketing professional for global companies including Ogivly, Burson-Marsteller, Publicis Groupe and IBM. Ms. Kuo has served as Chairman of Yanxing China Foundation, a charity foundation sponsoring 400 students in twelve top universities in China, since 2009. She is also a Director for Beijing Association of Taiwan Invested Enterprises and the Chairman for the Beijing Alumnus Club of Taipei First Girls’ High School. Ms. Kuo is an Independent Director certified by Shenzhen Stock Exchange. She participated in an EMBA Certificate Program in public policy at the Harvard Kennedy School in 2017. Ms. Kuo obtained her Master of Arts degree in 1986 from the University of California, Santa Barbara, and a Bachelor of Arts in Statistics degree in 1984 from National Chengchi University in Taiwan.