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DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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* Less than 1%.

 

(1)Unless otherwise indicated, each person has, or shares with his or her spouse, sole voting and dispositive power over the shares shown as owned by him or her.

 

(2)For purposes of the table, a person is deemed to have “beneficial ownership” of any shares which such person has the right to acquire within 60 days after the record date. Any share which such person has the right to acquire within those 60 days is deemed to be outstanding for the purpose of computing the percentage ownership of such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

 

(3)Based on 30,641,254 shares issued and outstanding as of the record date.

 

(4)Includes 6,950 shares owned indirectly by Mr. Eilender through a trust.

 

(5)Pursuant to the product purchase agreement that Aceto entered into to acquire certain of the products and related assets of Citron and Lucid (the “Product Purchase Agreement”), and as one of the elements of the consideration payable thereunder, Aceto is obligated to issue 5,121,951 shares of Common Stock to the sellers thereunder (the “Sellers”). Aceto is required to issue 75% of those shares to the Sellers in December 2019 (on the third anniversary of the closing of the transaction) and 25% of those shares one year later, subject in all cases to certain indemnification and set-off provisions set forth in the Product Purchase Agreement. Such shares are also subject to voting and transfer restrictions previously disclosed by us. Mr. Kavuru is a principal equity owner and executive officer of entities that own, directly or indirectly, the Sellers. Inasmuch as such 5,121,951 shares have not been issued as yet and are not issuable within 60 days after the record date, such shares have not been included in the table set forth above

 

(6)Mr. Hans Noetzli will not be standing for reelection

 

(7)Based on information filed on Schedule 13G with the Securities and Exchange Commission as of December 31, 2016.

 

(8)Based on information filed on Schedule 13F with the Securities and Exchange Commission as of June 30, 2017.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

During fiscal 2017, Rising Health and Acetris Health incurred costs of $1,865,000 and $165,000, respectively, payable to Lucid and Citron, respectively, related to consulting services provided by former Citron and Lucid employees. These amounts are payable pursuant to a transition services agreement entered into at the time of the Company’s Product Purchase Agreement. Vimal Kavuru, one of our directors, is a principal equity owner and executive officer of entities that own, directly or indirectly, Citron and Lucid.

 

In September 2017, Rising commenced leasing approximately 125,000 gross square feet of warehouse space in Somerset, New Jersey. This building is owned by an affiliate of Mr. Kavuru. From the closing under the Product Purchase Agreement until September 30, 2017, Rising was charged $76,533 for rent and other expenses incurred in connection with this lease.

 

On November 2, 2016, the Company, Citron and Cronus Research Labs Private Limited, a research and development company headquartered in India that is affiliated with Vimal Kavuru (“Cronus”), entered into two amended and restated joint development agreements pursuant to which Cronus has been engaged to develop a portfolio of nine pipeline products (“Development Agreement I”) and certain other products (“Development Agreement II” and together with Development Agreement I, the “Development Agreements”) on behalf of Citron. Under the terms of Development Agreement I, Cronus has agreed to pay the first $3,500,000 of the development costs incurred after December 21, 2016, and 50% of any development costs incurred above that threshold in exchange for obtaining reimbursement for its costs funded out of the profits earned, if any, from the pipeline products that are commercially launched, and a specified portion of the profits from those products thereafter. Under the terms of Development Agreement II, Cronus has agreed to pay the development costs for the products covered thereby in exchange for obtaining reimbursement for its costs funded out of the profits earned, if any, from such products that are commercially launched (subject to a $1,445,000 maximum), and a specified portion of the profits from those products thereafter.

 

At the closing under the Asset Purchase Agreement, we paid a total of $270 million in cash consideration to the Sellers.

 

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