Total consideration of up to CA$2.7
million
LAVAL, QC, March 16, 2017 /CNW/ - BELLUS Health Inc.
(TSX: BLU) (BELLUS Health) announced today that it has entered into
a share purchase agreement (Share Purchase Agreement) with Taro
Pharmaceuticals Inc. (Taro) for the sale of BELLUS Health's
wholly-owned subsidiary Thallion Pharmaceuticals Inc. (Thallion),
including all the rights to the drug candidate
ShigamabTM.
Pursuant to the Share Purchase Agreement, Taro is acquiring all
issued and outstanding shares of Thallion for a potential total
consideration of CA$2.7 million, consisting of an upfront payment
of CA$2.3 million and a potential future payment of CA$0.4 million
contingent upon the completion of a pre-established milestone
event, expected to occur within 24 months of the closing of the
transaction. In addition, BELLUS Health will receive a portion of
certain post-approval revenues related to the ShigamabTM
program.
"This transaction supports the further development of
ShigamabTM and allows us to focus our efforts on the
rest of our pipeline including the recently in-licensed BLU-5937, a
drug candidate for chronic cough," said Roberto Bellini, President and Chief Executive
Officer of BELLUS Health. "The upfront proceeds from this
transaction also meaningfully extend our cash runway to Q4
2018."
Payment to Thallion CVR Holders
In accordance with the terms of the agreements of the 2013
Thallion acquisition, 5% of the proceeds received by BELLUS Health
from the sale of Thallion, including the ShigamabTM
technology (ShigamabTM Consideration), is payable to
Contingent Value Rights (CVR) holders.
Accordingly, on April 7, 2017, an
amount of CA$94,550 (CA$0.00263 per CVR) will be paid to CVR
holders of record on March 16, 2017.
An amount of CA$20,450 of CVR agent costs is deducted from the
ShigamabTM Consideration, in conformity with the terms
of the agreements of the 2013 Thallion acquisition by BELLUS
Health.
About Thallion and ShigamabTM
Prior to the effective date of the Share Purchase Agreement,
BELLUS Health proceeded with an internal reorganization under which
BHI Limited Partnership, the partnership that was carrying on
BELLUS Health activities, was dissolved, and transferred its assets
and liabilities to BELLUS Health. Prior to the effective date,
Thallion was a wholly-owned subsidiary of BELLUS Health that held
the rights to ShigamabTM.
Shigamab™ is a monoclonal antibody therapy being developed for
the treatment of Hemolytic Uremic Syndrome caused by Shiga
toxin-producing E. coli (STEC) (sHUS), a rare disease that
principally affects the kidneys and often leads to patients
requiring acute dialysis. In certain cases, sHUS can cause chronic
kidney disease and death, primarily in children. BELLUS Health
acquired Shigamab™ through the 2013 Thallion acquisition.
About BELLUS Health (www.bellushealth.com)
BELLUS Health is a biopharmaceutical development company
advancing novel therapeutics for conditions with high unmet medical
need. Its pipeline of projects includes BLU-5937 for chronic cough
and KIACTA™ for sarcoidosis. BELLUS Health also has economic
interests in several other partnered drug development projects.
Forward-Looking Statements
Certain statements contained in this news release, other than
statements of fact that are independently verifiable at the date
hereof, may constitute "forward-looking statements" within the
meaning of Canadian securities legislation and regulations. Such
statements, based as they are on the current expectations of
management, inherently involve numerous important risks,
uncertainties and assumptions, known and unknown, many of which are
beyond BELLUS Health Inc.'s control. Such risks factors include but
are not limited to: the ability to obtain financing, the impact of
general economic conditions, general conditions in the
pharmaceutical industry, changes in the regulatory environment in
the jurisdictions in which BELLUS Health Inc. does business, stock
market volatility, fluctuations in costs, changes to the
competitive environment due to consolidation, achievement of
forecasted burn rate, potential payments/outcomes in relation to
indemnity agreements and contingent value rights, achievement of
forecasted pre-clinical and clinical trial milestones and that
actual results may vary once the final and quality-controlled
verification of data and analyses has been completed. In addition,
the length of BELLUS Health Inc.'s drug candidates development
process, their market size and commercial value, as well as the
sharing of proceeds between BELLUS Health Inc. and its potential
partners from potential future revenues, if any, are dependent upon
a number of factors. Consequently, actual future results and events
may differ materially from the anticipated results and events
expressed in the forward-looking statements. The Company believes
that expectations represented by forward-looking statements are
reasonable, yet there can be no assurance that such expectations
will prove to be correct. The reader should not place undue
reliance, if any, on any forward-looking statements included in
this news release. These forward-looking statements speak only as
of the date made, and BELLUS Health Inc. is under no obligation and
disavows any intention to update publicly or revise such statements
as a result of any new information, future event, circumstances or
otherwise, unless required by applicable legislation or regulation.
Please see BELLUS Health Inc.'s public filings with the Canadian
securities regulatory authorities, including the Annual Information
Form, for further risk factors that might affect BELLUS Health Inc.
and its business.
SOURCE BELLUS Health Inc.