ABL Diagnostics has announced that its controlling shareholder, Advanced Biological Laboratories S.A., and ProPhase Labs, (NASDAQ:PRPH) have entered into a non-binding letter of intent (LOI) for a proposed reverse merger.
Under the terms of the LOI, ABL would become the majority shareholder of the combined entity, pending the completion of due diligence, regulatory approvals, and other customary conditions.
The LOI is preliminary and does not obligate either party to consummate the transaction, beyond confidentiality and expense provisions.
Both companies are targeting a 60-90 day timeframe to finalize and execute definitive agreements, though the deal remains subject to several factors, including negotiation, execution of the agreements, compliance with Nasdaq listing requirements, and regulatory approvals.
ABL Diagnostics confirmed that the transaction, if completed, would not impact its current control structure or trigger the mandatory offer threshold, as ABL S.A. will maintain control over ABL Diagnostics.
The company will consult with its advisors to review all aspects of the deal and, if necessary, will notify the AMF and seek any required waivers.
In the U.S., ProPhase Labs shareholders may need to approve the transaction, particularly in the event of a change of control or if the deal involves the issuance of more than 20% of ProPhase’s shares.
ProPhase is responsible for ensuring compliance with Nasdaq and SEC rules throughout the process.
If the parties fail to reach a definitive agreement, they will continue to operate independently.
The non-binding LOI does not create an obligation for either party to finalize the deal