Scilex Holding Company Enters $1 Billion Acquisition Agreement with Phoenix
Scilex Holding Company (SCLX) announced that its indirect subsidiary, ACEA Therapeutics, ACEA Pharma, a wholly owned subsidiary of ACEA Thera, and Phoenix Asia Holdings (PHOE) entered into a stock acquisition agreement pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix agreed to purchase, 100% of the issued and outstanding equity interests of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix, the value of which was as agreed by the parties to be $1,000,000,000. Upon the closing of the Acquisition, Phoenix will be renamed ACEA Pharma and its common stock is expected to be listed on The Nasdaq Stock Market. The boards of directors of ACEA Thera, ACEA Pharma and Phoenix have unanimously approved the proposed transaction. The closing of the Acquisition, which is expected to occur by the end of the second quarter of 2026, is subject to certain customary closing conditions, including applicable regulatory and stock exchange approval. Upon closing of the Acquisition, ACEA Thera anticipates that it will own approximately 82% of the Go-Forward Company.
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- Deal Details: ACEA Therapeutics will sell 100% of its equity interests in ACEA Pharma to Phoenix Asia for a total transaction value of $1 billion, with Phoenix issuing 100 million new ordinary shares at $10 each, expected to close by Q2 2026, marking a significant shift towards the pharmaceutical industry.
- Stock Price Reaction: Shares of Phoenix Asia Holdings (PHOE) surged 169% following the announcement of the deal, reflecting strong market optimism and the potential for further growth in the pharmaceutical sector.
- Market Sentiment: On Stocktwits, retail sentiment around SCLX remained in the 'extremely bullish' territory, while PHOE's sentiment jumped from 'bullish' to 'extremely bullish', indicating positive investor reactions and expectations for future potential.
- Corporate Restructuring: Upon completion of the deal, Phoenix Asia will be renamed ACEA Pharma, Inc., continuing to trade on Nasdaq, with ACEA Therapeutics projected to own approximately 82% of the new entity, further solidifying its position in the pharmaceutical industry.
- Acquisition Overview: Scilex's indirect subsidiary ACEA Therapeutics has entered into an agreement with Phoenix Asia Holdings to sell 100% of ACEA Pharma's equity interests at $10 per share, totaling $1 billion, with completion expected by the end of Q2 2026, marking a strategic expansion in non-opioid pain management.
- Equity Structure Change: Upon closing, ACEA Therapeutics anticipates owning approximately 82% of the newly formed ACEA Pharma, enhancing its market control and supporting future product development and commercialization efforts.
- Market Listing Plans: The newly established ACEA Pharma is expected to be listed on Nasdaq, which will not only elevate the company's market visibility but also potentially attract more investor interest in its non-opioid pain management products, further driving company growth.
- Strategic Implications: This acquisition aligns with Scilex's long-term growth strategy and will enhance its competitive position in the acute and chronic pain treatment market by integrating ACEA Pharma's R&D capabilities to meet the increasing patient demand.

Company Overview: Cilex Holding Co. has a significant stake in the Go-Forward Company, owning approximately 82% of it.
Recent Developments: The ownership stake was confirmed upon the closing of a recent transaction.

Acquisition Announcement: Cilex Holding Co. has announced the sale of its subsidiary, Acea, which includes 100% of the shares of Acea Pharma.
Transaction Value: The deal is valued at $1 billion, indicating a significant financial move in the pharmaceutical sector.

Announcement of Agreement: SciLEx Holding Company has announced a definitive agreement with Phoenix Asia Holdings Limited.
Subsidiaries Involved: The agreement involves SciLEx's subsidiaries, Acea Therapeutics, Inc. and Acea Pharma, Inc.







