DUSA, Sirius amend merger agreement to adjust share calculation

By Lisa Kerner

Erie, Pa., Feb. 9 - DUSA Pharmaceuticals, Inc. and Sirius Laboratories, Inc. have signed the first amendment to their original merger agreement related to share price and market announcements, according to a company release. DUSA had signed a definitive merger agreement to acquire all of the common stock of Sirius in exchange for cash and common stock of DUSA worth up to $30 million.

Of the $30 million, DUSA reported that $17 million would be paid in shares of DUSA's common stock on closing. The number of shares of DUSA common stock was based on DUSA's average closing price of $10.10 during the 20 trading days preceding the public announcement of the agreement, according to a news release.

Recent market condition, possibly triggered by an announcement on Feb. 1 of certain acne clinical trial results, led to the first amendment signing on Feb. 6.

The number of shares will now be determined by dividing $17 million by the lesser of $10.10, or the average closing price of DUSA's common stock during the 20 trading days prior to the date of closing, the release stated.

DUSA said it will file a registration statement on form S-3 with the Securities and Exchange Commission following the closing for purposes of registering the resale of the common stock issued in the transaction.

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