Scilex Subsidiary ACEA Therapeutics To Merge ACEA Pharma Into Phoenix Asia In $1B Share Exchange Deal

Scilex Holding Company ("Scilex" or the "Company") (NASDAQ:SCLX), an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, today announced that its indirect subsidiary, ACEA Therapeutics, Inc, an exempted company incorporated with limited liability in the Cayman Islands ("ACEA Thera"), ACEA Pharma, Inc., an exempted company incorporated with limited liability in the Cayman Islands and wholly owned subsidiary of ACEA Thera ("ACEA Pharma"), and Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands ("Phoenix") (NASDAQ: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 "Acquisition"), 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, Inc. (the "Go-Forward Company"), and its common stock is expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq"). 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.