Date: 2013-01-25
Type of information:
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Company: mondoBIOTECH (Switzerland) Pierrel (Italy)
Therapeutic area:
Type agreement:
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mondoBIOTECH holding AG and Pierrel SpA have entered into a binding
agreement for a business combination.
SIX Swiss Stock Exchange – Zurich, Switzerland – 25 January 2013 - Pierrel
SpA (“Pierrel SpA”), a global pharmaceutical provider listed on the Italian Stock
Exchange (Milan Stock Exchange: PRL), and mondoBIOTECH holding AG
(“mondoBIOTECH”), a Swiss–based drug discovery company focused on repurposing
drugs in rare and neglected diseases and listed on the SIX Swiss Exchange (SIX: RARE),
announced today that they entered into a binding agreement for the combination of the
Contract Research Organization (CRO) of Pierrel SpA with mondoBIOTECH.
According to the binding agreement signed by the parties, Pierrel SpA will contribute
100% of the share capital of Pierrel Research International AG, the holding company of
the CRO, by way of a contribution in kind through a dedicated capital increase of
mondoBIOTECH. Thereby, Pierrel Research International AG shall become a wholly
owned subsidiary of mondoBIOTECH, and Pierrel SpA shall be allocated 2.75 new shares
of mondoBIOTECH for each share held by the current shareholders and by the holders of
option and conversion rights in mondoBIOTECH. Such exchange ratio has been derived
from a number of criteria, later to be confirmed by an independent fairness opinion. As
a result of the transaction, Pierrel SpA will become the majority shareholder of
mondoBIOTECH.
The binding agreement has been approved by the board of directors of Pierrel SpA and
mondoBIOTECH, respectively, and the business combination is subject to a number of
closing conditions, including the conduct of reciprocal due diligence and approval of a
dedicated capital increase by the shareholders of mondoBiotech. The value created by
the combination of Pierrel Research with mondoBIOTECH will aim to expand the
horizons of R&D in the pharma industry through the evolution of a tech-based Contract
Research & Development Organization.
Raffaele Petrone, Chief Executive Officer of Pierrel SpA, commented: “The in silico drug
discovery expertise of mondoBIOTECH, combined with the technologically advanced
CRO services of Pierrel Research International, would allow an integrated offering of
sophisticated and cost effective research solutions for pharma and biotech business
partners. I like to think of this vision of combining the strength of the two companies
with a quote of Marcel Proust: The only real voyage of discovery consists not in seeking
new landscapes but in having new eyes.”
Ruggero Gramatica, CEO of mondoBIOTECH, added: “The combination with Pierrel
Research International provides us with a great opportunity to leverage what has been
achieved at mondoBIOTECH over the last years. Our unique expertise, methodology and
technological platform as well as our pipeline of medicinal product candidates will
contribute to the creation of a tech-based Contract Research & Development
Organization with a sustainable business model being equally attractive to customers as
well as to shareholders.”
Canio Mazzaro, Chairman of Pierrel Group and Robert Patterson, Chairman of
mondoBIOTECH Group, joined in commenting on the proposed transaction, noting:
“such unique combination would tremendously help shaping the new paradigm of the
drug discovery and development process; we are very excited that mondoBIOTECH and
Pierrel Research International will unite their unique expertise aiming to successfully
implement a new business venture.”
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About Pierrel SpA and Pierrel Research International AG
Pierrel SpA is a global provider to the pharmaceutical and life science industries,
specializing in research and development (Contract Research) and production (Contract
Manufacturing) of drug products. Pierrel SpA is quoted on the Italian Stock Exchange.
The CRO division, Pierrel Research International AG in Thalwil near Zurich, with more
than 20 subsidiaries and about 300 employees operates both in Europe and the USA,
provides regulatory consulting and full operational services for research and
development of new molecules and drug units. In the first nine months of 2012, Pierrel
Research International AG has generated revenues of EUR 25.3 million and an EBITDA of
EUR 1.9 million.
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