We are pleased to announce that Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP) has entered into a definitive share exchange agreement with fitters Sdn. Bhd., a wholly owned subsidiary of FITTERS Diversified Berhad (9318.KL; “FITTERS”) for a proposed business combination. The transaction, if completed, will result in fitters Sdn. Bhd. becoming a wholly owned subsidiary of Cyclacel.
Under the terms of the Exchange Agreement, Cyclacel will issue common stock representing 19.99% of its issued and outstanding shares as of the closing date, subject to adjustment, in exchange for all outstanding shares of fitters Sdn. Bhd. Following the transaction, Cyclacel stockholders are expected to retain approximately 80.01% ownership of the combined entity.
The transaction has been unanimously approved by the Boards of Directors of Cyclacel, FITTERS, and fitters Sdn. Bhd., and remains subject to customary closing conditions, including stockholder approval from both parties. Subject to the satisfaction of these conditions, the transaction is expected to close on or before August 31, 2025. At closing, Cyclacel intends to change its name to Bio Green Med Solution, Inc. and continue listing its common shares on the Nasdaq Capital Market under a new ticker symbol.
fitters Sdn. Bhd. is a Malaysia-based private limited company specializing in distributing, trading, and installing fire safety materials, protective equipment, and fire prevention systems. It operates as a “one-stop” provider of fire retardant uniforms and is a supplier of Scotchlite reflective material. Headquartered in Kuala Lumpur, fitters Sdn. Bhd. delivers certified safety solutions across commercial, industrial, healthcare, and residential sectors, with a reputation for quality and regulatory compliance.
Cyclacel is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, epigenetics, and mitosis biology. The company’s epigenetic/anti-mitotic program features plogosertib, a PLK1 inhibitor, which is being evaluated in both solid tumors and hematologic malignancies. Cyclacel’s strategy is to build a diversified portfolio addressing oncology and hematology indications.
Alarar Capital Group Limited is acting as exclusive financial advisor to Cyclacel. Rimon, P.C. (Washington, DC) is serving as legal counsel to Cyclacel. Messrs. Ong, Ric & Partners, Advocates & Solicitors (Kuala Lumpur) is serving as legal counsel to FITTERS and fitters Sdn. Bhd.
“This agreement represents a strategic step forward for Cyclacel as it explores new opportunities for growth. We are proud to support the Company through this important phase and look forward to seeing how this partnership helps broaden its operational footprint and long-term value creation,” said Andrew Bell, Director at Alarar Capital Group.
Alarar Capital Group is a globally based investment bank and management consultancy firm, specializing in bridging Asia and the West. Our services encompass a full spectrum of financial solutions, including IPOs, M&A, financing, venture capital, and SPACs. Alarar Capital Group also includes an independent consulting division dedicated to addressing the unique challenges faced by companies operating across both Asian and Western markets. Headquartered in Hong Kong, with offices across Mainland China, the USA, Malaysia, Indonesia, Vietnam, India, Sweden, and the UAE, we are well-positioned to provide cross-border financial and advisory services.
Our commitment to anticipating market trends and delivering client-centered solutions has earned Alarar Capital Group the Frost & Sullivan 2024 Company of the Year Award in the Asian mid-market investment advisory sector.
Andrew Bell
Director
[email protected]
Anna Sahlberg Carlsson
Marketing Manager
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