Date: 2016-06-28
Type of information: Company acquisition
Acquired company: Relief Therapeutics (Switzerland)
Acquiring company: Therametrics (Switzerland)
Amount:
Terms: * On June 28, 2016, Therametrics announced that it expects its business combination with Relief Therapeutics to be completed by mid-July 2016. The Company, the shareholders of Relief Therapeutics and GEM Global Yield Fund entered into an amendment to the original agreement, dated 19 December 2015, allowing more time for the Relief Shareholders to meet a condition precedent to the closing. At the same time, GEM Fund has committed to provide Therametrics with approx. CHF 2 million in cash by August 25, 2016. This commitment replaces GEM Fund’s previous commitment to provide such funds directly to Relief Therapeutics. * On May 26, 2016, Therametrics' annual general meeting approved Therametrics' change of corporate name and change of corporate headquarters as a result of the Relief business combination. The shareholders approved with an overwhelming majority the ordinary share capital increase for the combination with Relief Therapeutics, Geneva, of up to CHF 11’969’372.50 as proposed by the Board of Directors. The proposal received 99.15% of the votes cast. The shareholders approved the change of the company's name into Relief Therapeutics Holding AG and the transfer of the corporate headquarters from Stans to Zurich conditional upon the execution of the ordinary capital increase for the Relief Business Combination as proposed by the Board of Directors. The shareholders approved with an overwhelming majority the re-election of Mr. Raffaele Petrone as member of the Board of Directors for a one-year mandate and furthermore elected Antonino Amato, Dr. Raghuram Selvaraju, Dr. Michel Dreano, and Peter de Svastich as new members of the Board of Directors for a one-year term. Dr. Raghuram Selvaraju was elected as new Chairman of the Board of Directors for a term of office until the end of the next annual general meeting. * On December 21, 2015, Therametrics and Relief Therapeutics announced that they have signed a binding agreement to combine their businesses by way of an exchange of Relief's shares for new Therametrics shares, subject to shareholder approval and other customary conditions. Therametrics is listed on the main segment of the Swiss Stock Exchange while Relief is a privately-held company based in Geneva. The combined entity will continue to operate under the name Therametrics holding AG with Relief as a wholly-owned subsidiary. As a result of the combination with Relief and the spin-off of the CRO business, Therametrics’ shareholders will have ownership in a biopharmaceutical company with a pipeline of several promising medicinal product candidates. Following the combination, and subject to their election, the board of directors of Therametrics will consist of three representatives nominated by Relief and two representatives nominated by Therametricss. At the group level, the combined company will be led by the current Therametrics executive management team of Raffaele Petrone (Group CEO) and Tim Snyder (Group CFO). Relief will become a fully-owned subsidiary of Therametrics holding AG and will be managed by its current executive team of Gaël Hédou (CEO), Michel Dreano (COO), and Yves Sagot (CSO). Under the terms of the proposed combination, shareholders of Relief can exchange each Relief share outstanding into 5,750 newly issued Therametrics shares. Following closing of the transaction, the current shareholders of Therametrics will own slightly more than one-third and Relief’s shareholders will hold just below two thirds of the outstanding shares of the combined company. The companies have undertaken reciprocal due diligence providing the basis for recommending the intended transaction to their respective shareholders. Closing of the transaction is expected in April 2016 and is contingent upon certain conditions, amongst others a vote of approval by Therametrics’ current shareholders and the listing of the new Therametrics shares. At the ordinary shareholders' meeting of Therametrics, planned for end of March 2016, the Board of Directors of Therametrics will propose to its shareholders to issue around 1,200 million new Therametrics shares to the Relief shareholders. At this shareholders meeting the Board of Directors will also propose the election of new Board members and certain other resolutions. ACXIT Capital Partners acts as sole financial advisor, Bär & Karrer Rechtsanwälte as lead transaction counsel, FRORIEP acts as legal counsels to Therametrics and CPV Partners (Geneva) acts as legal counsel to Relief in this transaction.
Details: As a result of the combination with Relief and the spin-off of the CRO business, Therametrics’ shareholders will have ownership in a biopharmaceutical company with a pipeline of several promising medicinal product candidates. Relief's main candidate is a low dose interleukin-6, atexakin alfa. The rights to the intellectual property and its global commercialization have been secured by Relief from Merck Serono in an exclusive, worldwide licensing agreement signed in August of this year. Low Dose IL-6 is a neuroprotective candidat ready to enter clinical testing in patients addressing an unmet medical need in diabetic neuropathy . Currently, there are no regulatory approved drugs of this kind available, and the market for DN-related drugs is expected to be $ 4.1 billion by 2019. Existing treatments such as Pfizer’s Lyrica address only peripheral neuropathy symptomatically. Relief’s low dose IL-6 addresses physical regeneration, which would lead to quality-of-life improvement in 40-60% of the >300 million diabetics worldwide who suffer from diabetic neuropathy. This program will constitute one of the main pillars of the newly formed company. The main product candidate of Therametrics is aviptadil for the treatment of various indications, including sarcoidosis, acute lung injury, chronic obstructive pulmonary disease, chronic thromboembolic, and chronic lung diseases associated pulmonary hypertension. For the development and commercialization of aviptadil for the treatment of sarcoidosis, Therametrics has signed a collaboration and licensing agreement with Centurion Pharma for Turkey and other neighboring markets. Issued patents for all indications (and for the rare diseases adopted orphan medicinal drug designations) are in place. Due to the CHF 25 million committed Share Subscription Facility granted by GEM Global Yield Fund LLC SCS concurrently with the business combination with Relief, Therametrics will be in a position to resume Phase III clinical trials for the use of Aviptadil in selected indications in H1 2016. Another high priority drug development program of Therametrics is the inhalative use of interferon-gamma for the treatment of idiopathic pulmonary fibrosis. This project is protected by issued patents in Europe and adopted orphan medicinal drug designations in the USA and European Union.
Related: drug development
