Lakeshore Acquisition I filed a preliminary prospectus in which it seeks a deadline extension from Sept. 15 until Dec. 15 to finalize its proposed merger with ProSomnus Holdings, a manufacturer of medical devices for the treatment of obstructive sleep apnea. A vote date on the extension request has yet to be published.
Announced in May, the deal would give the combined enterprise an implied initial enterprise value of $168 million.
The parties initially said they expected to close the deal in the third quarter.
Terms call for Lakeshore to acquire ProSomnus for $125 million (including the assumption of $13 million of debt to be paid off at closing). Lakeshore will issue approximately 11 million new shares to current ProSomnus stockholders (subject to net debt outstanding at closing).
Cohanzick Management and CrossingBridge Advisors are expected to lead and backstop a $30 million senior and junior convertible note investment. The parties expect to receive a minimum additional $10 million in equity from a PIPE or from Lakeshore’s trust.
Current ProSomnus stockholders may also be entitled to an earn-out of up to an additional 3 million shares in three tranches if certain trading price targets are met within three years after the deal closes.
If approved, upon closing ProSomnus stock is expected to trade on the Nasdaq under the symbol OSA.
