Date: 2016-06-16
Type of information: Company acquisition
Acquired company: Therametrics CRO subsidiaries (THERAMetrics GmbH, THERAMetrics S.p.A., THERAMetrics CRU, S.r.l. and THERAMetrics S.r.l.)
Acquiring company: Accelovance (USA - MD)
Amount: undisclosed
Terms: * On June 16, 2016, Therametrics announced that it has completed the sale its CRO business (Therametrics GmbH, Therametrics S.p.A., Therametrics CRU, S.r.l. and Therametrics S.r.l.- four of its clinical research organization subsidiaries in Germany, Italy and Romania) to Accelovance Europe Holding, a UK subsidiary of Accelovance, a US-based CRO group. By completing the sale of its CRO and CSS businesses, Therametrics is now able to focus solely on the upcoming business combination with Relief Therapeutics SA announced in December 2015 and approved by Therametrics shareholders in May 2016. * On May 25, 2016, Therametrics announced that it has executed an agreement for the sale of its CRO business. The company has entered into a share purchase agreement for the sale of Therametrics GmbH, Therametrics S.p.A., Therametrics CRU, S.r.l. and Therametrics S.r.l.- four of its clinical research organization subsidiaries in Germany, Italy and Romania - to Accelovance Europe Holding Limited, a UK subsidiary of Accelovance Inc., a US-based CRO group. As part of the transaction, Accelovance, Inc. will assume management of Therametrics Inc.’s clinical program in the United States. The transaction is subject to certain closing conditions, which include an additional capitalization of the concerned CRO subsidiaries by the company, and their release from an existing bank credit facility. The purchase price consists of an initial consideration in shares of Accelovance, and an earn-out component, to be paid in cash over three years.
Details: In connection with the transaction, Therametrics intends to sell Therametrics Clinical Supply Services s.r.l., its Italian subsidiary involved in IMP manufacturing and logistics, to its shareholder Fin Posillipo, which has undertaken to do so for a cash consideration that will allow the Company to provide the additional capitalization required for the sale of the four CRO subsidiaries under the agreement with Accelovance Inc. Furthermore, Fin Posillipo S.p.A. has undertaken to assume the existing bank credit facility of the CRO subsidiaries against the Accelovance shares that the company will receive under the transaction. Following completion of the transaction and the above referenced connected arrangements, Therametrics will have successfully implemented the discontinuance of its CRO operations. This in turn enables Therametrics to focus on its future as a biopharmaceutical company, including completing the business combination with Relief Therapeutics.
Related: CRO clinical research
