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Mergers and Acquisitions

Date: 2016-08-15

Type of information: Company acquisition

Acquired company: stake in Isomerase Therapeutics (UK)

Acquiring company: Neurovive Pharmaceutical (Sweden)

Amount: £ 0.55 million (€ 0.72 million)

Terms:

* On August 15, 2016, NeuroVive Pharmaceutical, a mitochondrial medicine company, announced that the second step in the previously announced partial acquisition of Isomerase Therapeutics  has been completed. NeuroVive now holds approximately 10 percent of the shares in Isomerase. The overall aim with the acquisition is to strengthen the existing partnership and accelerate NeuroVive’s research and development (R&D) program. The now completed acquisition includes approximately 5% further of the shares in Isomerase through a 550 000 GBP cash payment. The first step in the acquisition was executed January 14, 2016 when NeuroVive acquired approximately 5 percent of the shares in Isomerase by payment in own shares.

* On January 14, 2016, NeuroVive Pharmaceutical announced the partial acquisition of Isomerase Therapeutics with the overall goal to strengthen the partnership and accelerate NeuroVive’s research and development (R&D) program.  The acquisition will be executed in two steps. The first step in the acquisition was executed on January 13, 2016 when NeuroVive acquired approximately 5% shares in Isomerase with payment in own shares. The next step in the acquisition will be completed later this year where NeuroVive will acquire approximately 5% further of the shares in Isomerase as a cash payment of £ 550 000. In order to make payment for the shares in Isomerase acquired January 13, 2016, the NeuroVive board of directors approved the same day, with prior authorization from the AGM on March 30 2015, the issue of 738,533 new shares. The purchase price for the first step amounting to approximately 6.8 million was based on the average closing price of NeuroVive shares on Nasdaq Stockholm from 23 December 2015 to January 12, 2016 inclusive. The Non-Cash Consideration increases the number of shares of NeuroVive with an additional 738,533 shares from 30,735,152 shares to 31,473,685 shares in total and increases the share capital by SEK 36,926.65 from SEK 1,536,757.60 to SEK 1.573.684.25 in total. The Non-Cash Consideration entails a dilution of approximately 2.4%.

Details:

Isomerase Therapeutics is a British company specialised in the discovery and development of molecules that target peptidyl-prolyl isomerases such as cyclophilins. In June 2013, NeuroVive Pharmaceutical and Isomerase Therapeutics have concluded a collaboration agreement for the product development and commercialization of the cyclophilin-inhibiting molecules that were acquired from Biotica. The collaboration was focused on cellular protection for traumatic brain injury and heart attack, as well as cyclophilin inhibitor NVP018/BC556 for antiviral indications. In April 2015, Neurovive added a new project and chosed to bring its development project NVP014 for the treatment of ischemic stroke to the next phase in collaboration with Isomerase Therapeutics. 

Isomerase Therapeutics acquisition aims to further enhance the collaboration and to ensure that NeuroVive’s projects remain a key priority for Isomerase Therapeutics. Furthermore, the partnership will support the discovery of new compounds, based on the additional expertise Isomerase brings to the partnership. This is a key step forward for NeuroVive, who are committed to advancing the R&D portfolio as quickly as possible. Most recently, the joint teams at NeuroVive and Isomerase have been able to advance the drug candidate process for the Complex I program (NVP015).

 

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