Xenon Pharmaceuticals Confirms Closing of Transaction with Teva and Announces Preferred Share Exchange Agreement with BVF Par...
March 28 2018 - 8:30AM
Xenon Pharmaceuticals Inc. (Nasdaq:XENE), a clinical stage
biopharmaceutical company, today reported the closing of the
previously announced transaction with Teva Pharmaceuticals
International GmbH, along with Teva Canada Limited (collectively,
“Teva”), to terminate by mutual agreement the collaborative
development and license agreement dated December 7, 2012, as
amended. In connection with the closing of such transaction, Xenon
has cancelled 1,000,000 common shares of Xenon that were owned by
Teva. Teva will also return, license or assign to Xenon certain
intellectual property including certain patent rights and will
transfer regulatory filings related to TV-45070 to Xenon. The
termination agreement requires Xenon to pay a low single-digit
percentage royalty to Teva based on net sales of approved products,
if any, resulting from any continued development and
commercialization of TV-45070 by Xenon during the period that
assigned or licensed patents cover such products.
On March 23, 2018, the Ontario Securities
Commission issued an order granting Xenon exemptive relief from the
requirements related to issuer bids under applicable Canadian
securities laws in connection with the transfer and assignment to
Xenon by Teva Canada Limited of the common shares that have been
cancelled by Xenon.
Dr. Simon Pimstone, Xenon’s Chief Executive
Officer stated, “We are pleased to close the previously announced
Teva transaction, which is accretive to all of Xenon’s
shareholders. We also announced today an agreement with
Biotechnology Value Fund, or BVF, Xenon’s largest shareholder, to
exchange a number of common shares for Series 1 preferred shares,
allowing BVF to maintain a common share position that stays below a
threshold of less than 20% of all Xenon common shares outstanding
following the Teva transaction. BVF is our largest shareholder and
has been consistently supportive of our growth and strategic
direction. Following the conversion to preferred shares, BVF now
has greater flexibility with respect to their ownership position,
including the opportunity to increase their common share position
in Xenon.”
On March 23, 2018, Xenon and certain funds
affiliated with BVF Partners L.P. (collectively, “BVF”) entered
into an agreement to allow for a one-for-one exchange of common
shares of Xenon for Series 1 preferred shares of Xenon. BVF, an
existing shareholder of Xenon, held a number of common shares of
Xenon, representing approximately 19.9% of Xenon’s outstanding
common shares prior to the closing of the exchange and the Teva
transaction. Following entry into the exchange agreement, Xenon
filed articles of amendment with the Director of Industry Canada to
create an unlimited number of Series 1 preferred shares of Xenon.
Pursuant to the exchange agreement, BVF has exchanged an aggregate
of 2,868,000 common shares of Xenon for 2,868,000 Series 1
preferred shares of Xenon. A material change report in respect of
the BVF transaction was not filed in Canada at least 21 days in
advance of the closing of such transaction in order to permit Xenon
to close the BVF transaction in a timeframe consistent with usual
market practice for transactions of this nature.
The BVF share exchange closed on March 27, 2018.
Subsequently, also on March 27, 2018, Xenon cancelled the 1,000,000
common shares transferred by Teva. Following the closing of these
transactions, there were 14,171,301 common shares and 2,868,000
Series 1 preferred shares of Xenon outstanding.
About Xenon Pharmaceuticals Inc.
We are a clinical stage biopharmaceutical
company focused on developing innovative therapeutics to improve
the lives of patients with neurological disorders. Building upon
our extensive knowledge of human genetics and diseases caused by
mutations in ion channels, known as channelopathies, we are
advancing – both independently and with our collaborators – a novel
product pipeline of central nervous system, or CNS, therapies to
address areas of high unmet medical need, such as epilepsy,
migraine, and pain. For more information, please visit
www.xenon-pharma.com.
Safe Harbor Statement
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995 and Canadian
securities laws. These forward-looking statements are not based on
historical fact, and include statements regarding our relationship
with our current shareholders and our expectations regarding our
current shareholders’ ownership position in our company. These
forward-looking statements are based on current assumptions that
involve risks, uncertainties and other factors that may cause the
actual results, events or developments to be materially different
from those expressed or implied by such forward-looking statements.
These risks and uncertainties, many of which are beyond our
control, include, but are not limited to: our current shareholders
may not increase their ownership position in our company; clinical
trials may not demonstrate safety and efficacy of any of our or our
collaborators' product candidates; our assumptions regarding our
planned expenditures and sufficiency of our cash to fund operations
may be incorrect; our efforts to expand our current pipeline may
not be successful; any of our or our collaborators' product
candidates may fail in development, may not receive required
regulatory approvals, or may be delayed to a point where they are
not commercially viable; we may not achieve additional milestones
in our proprietary or partnered programs; the impact of
competition; the impact of expanded product development and
clinical activities on operating expenses; adverse conditions in
the general domestic and global economic markets; as well as the
other risks identified in our filings with the Securities and
Exchange Commission and the securities commissions in British
Columbia, Alberta and Ontario. These forward-looking statements
speak only as of the date hereof and we assume no obligation to
update these forward-looking statements, and readers are cautioned
not to place undue reliance on such forward-looking statements.
“Xenon” and the Xenon logo are registered
trademarks or trademarks of Xenon Pharmaceuticals Inc. in various
jurisdictions. All other trademarks belong to their respective
owner.
Investor/Media Contact:Jodi Regts VP, Corporate
Affairs & Investor Relations Xenon Pharmaceuticals Inc. Phone:
604.484.3353 Email: investors@xenon-pharma.com
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