Date: 2012-12-17
Type of information: Company acquisition
Acquired company: NeuroNova (Sweden)
Acquiring company: Newron (Italy)
Amount: €16 million
Terms: * On December 17, 2012, Newron Pharmaceuticals has announced that it has completed the acquisition of NeuroNova AB. As previously disclosed, shareholders of NeuroNova received 2,375,000 newly issued Newron shares and now hold 21.3% in Newron. The newly issued shares are to be listed and traded in accordance with the Main Standard of SIX Swiss Exchange on December 19, 2012. 80% of the new shares will be locked up for a period of 4 months. Key new shareholders are Investor AB and HealthCap.
* On December 5, 2012, Newron Pharmaceuticals has announced that its Shareholder’s Meeting held today in Zurich, has accepted the increase in the share capital, to be subscribed via contribution in kind of shares of NeuroNova AB, a condition precedent to the acquisition of NeuroNova AB. The shareholders elected Jakob Lindberg to the Board of Directors. Jakob Lindberg joined the Investor Growth Capital Europe team in 2005.
The acquisition was approved by 100% of the represented shares.
* On October 31, 2012, Newron Pharmaceuticals has announced that the company has signed an amended agreement with the key shareholders of NeuroNova for the acquisition of up to 100% of the shares of NeuroNova, in an all-share transaction valuing NeuroNova at €15.5m (at closing share price Oct. 17, 2012). The amendment became necessary after the original agreement narrowly missed support by the required 2/3 majority in a Sept. 19 shareholders’ meeting and reached its long stop date of September 30.
The transaction will add two highly innovative Phase II compounds from NeuroNova to Newron’s CNS portfolio. NeuroNova, founded by scientists from Karolinska Institutet, has extensive experience in the field of neurogenesis. The company’s compounds act by generating new progenitor cells and protecting existing neurons with the potential to benefit patients with progressive neurodegenerative disorders.
On closing of the transaction, Newron will benefit through cash and commitments of €16m. These funds are deemed to be sufficient to provide for a Phase II PoC study in Parkinson’s disease as well as a Phase I/II study in Amyotrophic lateral sclerosis, in addition to the related corporate operations. Investor and HealthCap, holders of more than 90% of NeuroNova’s total shares, will become shareholders in Newron and together may nominate one representative to Newron’s board of directors. The transaction is conditional on the approvals under Italian law, including an independent appraisal, and approval by Newron’s shareholders. It is expected to close by year’s end 2012.
If acceptance from 100% of the NeuroNova shareholders is achieved, NeuroNova’s shareholders will receive 2,375,000 newly issued Newron shares, representing a holding of 21.3% in Newron’s issued and outstanding share capital post the transaction. At closing, NeuroNova will be restructured and free of debt. NeuroNova’s development activities will continue under Anders Haegerstrand , the current President of NeuroNova.
Newron's board has agreed to review the number of the previously proposed up to 9 board members and will make recommendations to the shareholders at the 2013 AGM.
* On June 13, 2012, Newron Pharmaceuticals has signed an agreement with the key shareholders of Stockholm-based privately-owned NeuroNova AB for the acquisition of up to 100% of the shares of NeuroNova, in an all-share transaction valuing NeuroNova at €15.4m (at closing share price June 11, 2012).
At closing of the transaction, Newron will benefit by cash and commitments of up to €16m. These funds are sufficient to provide for a Phase II PoC study in Parkinson’s disease (PD) as well a Phase I/II study in Amyotrophic lateral sclerosis (ALS), in addition to the related corporate operations. Investor and HealthCap, holders of more than 90% of NeuroNova’s total shares, will become shareholders in Newron and each may nominate a representative to Newron’s board of directors. The transaction is conditional on the approvals under Italian law, including an independent appraisal, and approval by Newron’s shareholders. It is expected to close in August 2012. If acceptance from 100% of the NeuroNova shareholder is achieved, NeuroNova’s shareholders will receive 3,935,773 newly issued Newron shares, representing a holding of 33% in Newron’s issued and outstanding share capital post the transaction. At closing, NeuroNova will be restructured and free of debt. NeuroNova’s development activities will continue under Anders Haegerstrand, the current CSO of NeuroNova.
Details: The transaction adds two highly innovative Phase II compounds (sNN0031 and sNN0029 ) from NeuroNova to Newron’s CNS portfolio. NeuroNova, founded by scientists from Karolinska Institutet, has extensive experience in the field of neurogenesis. The company’s compounds act by generating new progenitor cells and protecting existing neurons with the potential to benefit patients with progressive neurodegenerative disorders.
sNN0031 is a novel drug candidate for the treatment of moderate to severe stage Parkinson’s disease that is designed to act on neural stem and progenitor cells in the brain. In animal models of Parkinson’s disease, treatment with sNN0031 restores motor function and improves neurochemical deficits. In a Phase I/II trial in patients with PD, it was well tolerated and demonstrated preliminary beneficial effects on biochemical markers of the degenerating dopamine system in PD patients. The product is comprised of the naturally occurring protein PDGF-BB (platelet-derived growth factor BB) formulated for intracerebroventricular (ICV) delivery. The intended therapy involves short-term continuous infusion of sNN0031 into the ventricular lumen, in order to optimize PDGF-BB access to the lateral ventricular walls of the brain where the targeted stem and progenitor cells reside. sNN0031 holds the potential to halt and even reverse disease progression, a much-needed improvement over currently available treatments, which only address the symptoms of Parkinson’s disease.
sNN0029 is a novel drug candidate for the treatment of amyotrophic lateral sclerosis (ALS) that has demonstrated in preclinical in vivo studies the ability to slow disease progression and increase life span. In a phase I/II trial in patients with ALS, patient recruitment and treatment for the formal three months safety evaluation has been completed. Patients are offered and are currently receiving continued treatment. Short and long term safety and potential beneficial effects are under evaluation. The pharmaceutical formulation contains vascular endothelial growth factor (VEGF) protein, a naturally occurring protein scientifically proven to be an important survival factor for motor neurons. The intended therapy involves direct infusion of sNN0029 into the cerebrospinal fluid (CSF) that circulates around the brain and spinal cord by intracerebroventricular (ICV) administration. sNN0029 is intended to slow the progression of the disease, which will potentially meet an enormous medical need for patients diagnosed with ALS.
Related: Neurodegenerative diseases
