Drugs Made In America Merger Amendment Allows $1.71 Billion Power Analytics Valuation
Key Facts
Drugs Made In America Acquisition signed an amendment to its merger agreement with Power Analytics Global on 13 October 2026, allowing an automatic switch to a standalone valuation of $1.71 billion for the latter if specified conditions are met. The amendment was approved by both companies' boards, according to the company's filing with the U.S. Securities and Exchange Commission. The current closing valuation is $2.85 billion, calculated on an asset basis. That valuation includes the ABQC acquisition and Ultrasolar rights. The standalone valuation excludes the acquisition and those rights, as well as any assets not owned by Power Analytics Global when the amendment was signed.
The amendment provides a path for the merger to proceed if the ABQC acquisition agreement is terminated or the acquisition cannot be completed, according to the text attached to the filing. Termination of the acquisition agreement triggers the switch to the standalone path. The switch is also triggered by Power Analytics Global giving notice that the acquisition cannot be completed, based on a written determination by the independent directors. When a switch event occurs, the requirement to complete the acquisition is removed from the merger's closing conditions. The right to terminate the merger agreement over failure to complete that acquisition is also removed, and the switch itself does not give either party the right to terminate the merger.
The parties set conditions for adding assets to the transaction before closing, with any addition requiring a written amendment to the agreement. An addition also requires approval from the independent directors and an independent valuation of the assets, according to the amendment. The requirements include obtaining a supplemental financial opinion on the addition. The agreement prohibits counting the same asset twice in the valuation. Under the standalone path, the merger consideration is paid in full at closing, with no additional consideration tied to meeting targets or satisfying future conditions. The amendment states that there will be "no contingent additional consideration."
The safeguards also cover asset purchases after closing from former Power Analytics Global shareholders or their affiliates. Such purchases require independent approval and must be priced no higher than the independent valuation, according to the amendment. Those purchases do not increase the merger consideration. The agreement exempts acquisitions by the combined company from parties outside the former shareholders and their affiliates from the cap. The company previously disclosed that Power Analytics Global and BV Advisory Partners were under common principal ownership. In that disclosure, it said the related-party merger required protections for unaffiliated shareholders.
Power Analytics Global operates in artificial intelligence, advanced analytics and quantum-resistant security solutions, according to an earlier company filing. The original merger agreement dates to 29 April 2026. It targeted an enterprise value of $1.0 billion for Power Analytics Global, with a minimum valuation of $300 million. The current amendment was preceded by an amended and restated agreement that took effect on 8 September 2026. The transaction structure includes the redomiciliation of Drugs Made In America Acquisition to Delaware. Following the merger, Power Analytics Global will remain a wholly owned subsidiary of the listed company.
Closing remains subject to receipt of a fairness opinion, which had not been delivered at the time of the filing. The company expects to receive Joel A. Gallo's opinion by 26 October 2026, provided he receives the necessary information in time. The ABQC acquisition deadline follows, with failure to complete it by 1 November 2026 automatically triggering the switch. The restated agreement also requires at least $15 million in available cash at closing. The shareholder disclosure process includes filing a registration statement and proxy statement, as the company explained in an earlier filing. After the U.S. Securities and Exchange Commission declares the registration statement effective, the company will send the final proxy statement and prospectus to its shareholders.