27 December – LAWFUEL- The Law News Network – Allen & Overy is advis…

27 December – LAWFUEL- The Law News Network – Allen & Overy is advising Scottish biotechnology firm, Cyclacel Group plc, on a reverse takeover deal with Seattle-based Xcyte Therapies Inc., in a move that is expected to secure Cyclacel a U.S. stock market listing.

Under the terms of the transaction, Xcyte will acquire Cyclacel Limited, Cyclacel Group plc’s operating subsidiary, in exchange for an issue of new stock to Cyclacel shareholders. Cyclacel Group plc will then dissolve and distribute the newly-issued Xcyte stock to its shareholders, who will own around 80% of the combined company. The combined company will be known as Cyclacel Pharmaceuticals, Inc. Shares in the combined company are expected to trade on the Nasdaq stock market after the deal closes in spring 2006.

Senior partner of the New York office, Dan Cunningham, is leading the Allen & Overy team, assisted by Counsel Michael Gilligan and by U.S. partner Daniel Epstein and associate Robert Teply in London. U.K. corporate advice is being provided by partner Vanessa Blackmore and senior associate Gavin Weir.

Commenting, Dan Cunningham said: “We are delighted to have worked for Cyclacel on such a major strategic transaction which we hope will secure it a US listing. We have a very good working relationship with the management team, having worked on the company’s IPO plans last year, and we are pleased that the company has achieved a successful outcome. This is another excellent example of our US and UK teams working seamlessly together on international M&A and securities deals.”

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