ProMetic announces agreement to acquire Telesta Therapeutics Inc. in all share transaction
LAVAL, QC, Aug. 24, 2016 /PRNewswire/ - ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) ("ProMetic" or the "Corporation") announced today that it has entered into a binding agreement (the "Agreement") for the acquisition of Telesta Therapeutics, Inc, ("Telesta") by way of a plan of arrangement under the Canada Business Corporations Act (the "Acquisition").
Under the terms of the Agreement, ProMetic will acquire all of the share capital of Telesta at a share price of $0.14 payable in ProMetic common shares. The number of common shares to be issued by ProMetic will be based on the volume-weighted average closing price ("VWAP") of ProMetic's common shares for the five (5) trading days prior to the closing date of the Acquisition. Completion of the Acquisition is subject to the approval of Telesta's shareholders and a number of customary closing conditions for a transaction of this nature, which include court and regulatory approvals (including the approval of the Toronto Stock Exchange). The Acquisition is expected to close in early November, 2016. The Agreement also contains customary deal protection mechanisms, including no shop provisions and a mutual $2.5 million breakup fee payable by Telesta or ProMetic in specified circumstances.
Strategic and Financial Benefits of the Transaction:
- Provides the opportunity for further integration of manufacturing capability and longer term capacity expansion in a 150,000 sq. ft. facility in Belleville, Ontario;
- Provides approximately $34 million in cash to be deployed towards ProMetic's drug development and clinical programs and value generating activities;
- Does not materially affect ProMetic's EBITDA and operating cash flows;
- Provides up to $50 million in potential tax attributes; and
- Provides ProMetic with a significant foothold in Ontario, consolidating its presence as a major player in the Canadian market.
Pierre Laurin, President and CEO of ProMetic stated: "This acquisition opportunity is strategic for ProMetic in many ways, with immediate, mid-term and long-term financial and operational benefits. It allows ProMetic to secure flexibility in its continued objectives of seeking vertical integration from raw material sourcing to distributing finished biopharmaceuticals in North America and abroad. The addition of a central Canada location also fits well with our strategy of facilitating the pursuit of Canadian national self-sufficiency for plasma-derived therapeutic products", added Mr. Laurin.
Commenting on the transaction, Dr. Mike Berendt, Chief Executive Officer of Telesta, said: "We are convinced that ProMetic Life Sciences represents a balanced, low-risk, high reward opportunity for Telesta's shareholders. ProMetic's business model combines recurrent and growing revenue from their world-class filtering technology, potential block buster upside from their small molecule fibrosis program, and multiple plasma therapeutic proteins targeting orphan diseases. The premium offered to Telesta's shareholders by ProMetic is based on their ability to leverage multiple Telesta asset classes".
"The addition of the Belleville, Ontario facility whilst not essential to ProMetic's current plans and timelines, provides the opportunity to build greater flexibility into our manufacturing capability. The newly refurbished portion of the Belleville, Ontario facility would require minor modifications to fit our purposes", declared Mr. Bruce Pritchard, Chief Operating Officer of ProMetic. "It allows us to consider a vertical integration of fill-finish operations, currently being outsourced, and the creation of further downstream processing lines, adding flexibility to the combination of plasma derived products manufactured simultaneously", added Mr. Pritchard.
Conference Call and Webcast Information
ProMetic will host a conference call at 8:30am (EST) on Wednesday August 24, 2016. The telephone numbers to access the conference call are (647) 427-7450 and 1-888-231-8191 (Toll-free). A replay of the call will be available from August 24, 2016 at 11:30 p.m. until August 31, 2016. The numbers to access the replay are 1-416-849-0833 (passcode: 69480167) and 1-855-859-2056 (passcode: 69480167). A live audio webcast of the conference call will be available through the following:http://event.on24.com/r.htm?e=1250463&s=1&k=D8D7FC88E5598DB7548B6BFBCCB1967C
About Telesta Therapeutics, Inc.
Telesta is a Montreal-based biotechnology company focused on the licensing/acquisition and development of transformational therapeutics for the treatment of serious human diseases such as cancer, immune diseases and targeted rare diseases. It is agile, pragmatic, efficient, and driven by a passion for breakthrough science, drug development and making a difference in the lives of patients and their families. Through its strong convictions, work ethics, and collaboration-driven approach, it is leveraging its deep expertise and skillsets to bring transformational medicines to patients and their physicians.
ProMetic Life Sciences Inc. (www.prometic.com) is a long established biopharmaceutical company with globally recognized expertise in bioseparations, plasma-derived therapeutics and small-molecule drug development. ProMetic offers its state of the art technologies for large-scale purification of biologics, drug development, proteomics and the elimination of pathogens to a growing base of industry leaders and uses its own affinity technology that provides for highly efficient extraction and purification of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. ProMetic is also active in developing its own novel small-molecule therapeutic products targeting unmet medical needs in the field of fibrosis, anemia, neutropenia, cancer and autoimmune diseases/inflammation as well as certain nephropathies. Headquartered in Laval (Canada), ProMetic has R&D facilities in the UK, the U.S. and Canada, manufacturing facilities in the UK and commercial activities in the U.S., Europe, Russia, Asia and Australia.
Forward Looking Statements
This press release contains forward-looking statements about ProMetic's objectives, strategies and businesses that involve risks and uncertainties. These statements are "forward-looking" because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, ProMetic's ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of ProMetic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in ProMetic's Annual Information Form for the year ended December 31, 2015, under the heading "Risk and Uncertainties related to ProMetic's business". As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.
SOURCE ProMetic Life Sciences Inc.