Bioblast Pharma Ltd. (Nasdaq: ORPN) announced the execution of a
definitive agreement to acquire Enlivex Therapeutics Ltd., a
VC-funded privately-held immunotherapy company. Upon closing of the
transaction, the combined company will change its name to Enlivex
Therapeutics Ltd., and its trading ticker will be modified
appropriately.
Enlivex Therapeutics is a private, venture-funded clinical stage
immunotherapy company, developing an autologous and allogeneic
drug pipeline for immune system rebalancing, which is critical for
the treatment of life-threatening immune and inflammatory
conditions which involve the hyper-expression of cytokines
(Cytokine Release Syndrome). Enlivex is developing a novel
immunotherapy with a unique mechanism of action that targets
clinical indications that are defined as “life-threatening with an
unmet medical need,” such as preventing or treating
complications associated with bone-marrow transplantations and
sepsis, (the third-leading cause of mortality in the U.S. after
cardiovascular and cancer diseases) and as a treatment for solid
tumors via immune checkpoint reprogramming, which could increase
the efficacy of CAR-T, TCR and other anti-cancer therapies. For
more information about Enlivex, please visit www.enlivex.com.
The board of directors of the combined company will be composed
of the current Enlivex board members. The executive team of
Enlivex will serve as the executive team of the combined
company.
“Following a comprehensive review of strategic alternatives, the
Bioblast board of directors concluded that the proposed transaction
with Enlivex is in the best interest of our shareholders, as it
will provide an opportunity to create value from a diversified
pipeline of clinical and preclinical assets in areas of high unmet
medical need,” said Dalia Megiddo MD, Chief Executive Officer (CEO)
of Bioblast. “Moreover, we believe that Enlivex’s novel
immunotherapeutic solution for immune system rebalancing has the
potential to offer patients, for the first time, real life-saving
solutions in dire and acute clinical conditions for which there are
currently no effective solutions due to the complexity of the
diseases.”
“The transaction with Bioblast marks the beginning of the next
stage of growth for Enlivex,” said Shai Novik, Executive Chairman
of Enlivex. “We have built a strong foundation with a team of
established industry leaders and a robust pipeline of product
candidates with proven mechanisms of action for complex clinical
indications that address an “unmet medical need.” The
transaction builds upon our shared vision to develop, advance, and
commercialize innovative immunotherapies for patients suffering
from serious life threatening diseases such as sepsis, GvHD and
solid tumors.”
About the Proposed Transaction
Under the terms of the merger agreement, a wholly owned
subsidiary of Bioblast will merge with and into Enlivex, with
Enlivex surviving the merger as a wholly owned subsidiary of
Bioblast. Enlivex equity holders will receive ordinary shares
of Bioblast upon closing of the merger. Upon closing, current
Enlivex equity holders are expected to own approximately 96% of the
combined company at the closing, and current Bioblast shareholders
are expected to own approximately 4% of the combined company, in
each case subject to customary adjustments and prior to any
concurrent financing. For a more detailed description of the
merger agreement please refer to Bioblast’s Report on Form 6-K, as
furnished to the Securities and Exchange Commission.
Upon closing, current Bioblast shareholders will receive one
contingent value right (CVR) per share of Bioblast owned as of a
record date prior to the closing date of the merger. Each CVR will
entitle the owner to such owner’s pro rata share of consideration
that may be received in connection with Bioblast’s existing
Trehalose program. In order to be eligible for the CVR, a
Bioblast shareholder must be a holder of record on the record
date. Bioblast is currently negotiating with third parties
for the potential sale or licensing of its current Trehalose
program.
It is anticipated that the combined company will be well
financed at the closing of the transaction, with a cash balance
which is currently expected to be sufficient to cover up to 2.5
years of operations, including completion of the planned Phase II
clinical trials.
The proposed merger has been unanimously approved by the board
of directors of each company and is expected to close during the
first quarter of 2019, subject to approval of the transaction by
the shareholders of both companies, and those other closing
conditions contained in the merger agreement. For a more
detailed description of the merger agreement, including the
conditions to consummating the transaction, please refer to
Bioblast’s Report on Form 6-K, as furnished to the Securities and
Exchange Commission.
Board of Directors of the Combined Company
It is expected that Mr. Shai Novik, current Executive Chairman
of Enlivex will serve as the Executive Chairman of the combined
company, Mr. Shmuel Hess, Ph.D., current CEO of Enlivex, will serve
as the CEO of the combined company, and the board of directors of
the combined company will include the current Enlivex board
members.
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
(ZAG/S&W), Boston and Tel Aviv offices, acted as legal advisor
to Bioblast. Greenberg Traurig, P.A. acted as U.S. legal advisor to
Enlivex and Yigal Arnon & Co., acted as Israeli legal advisor
to Enlivex.
Conference Call, Webcast and Other
Information:
The companies will host a live conference call and webcast
tomorrow, Tuesday, November 20, 2018 at 08:30 EST (Israel time
15:30).
Webcast: |
http://public.viavid.com/index.php?id=132319 |
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Investors Dial: |
888-224-1121 |
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Int’l Investors
Dial: |
323-994-2082 |
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Investors in Israel
Dial: |
1809 212 909 |
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Investors in UK
Dial: |
0800 279
7204 |
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Conference ID: |
3967856 |
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Replays,
Available through December 4th: |
|
Domestic: |
844-512-2921 |
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International: |
412-317-6671 |
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Replay PIN: |
3967856 |
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About Bioblast Pharma Ltd.
Bioblast Pharma (NasdaqCM: ORPN) is a clinical-stage
biotechnology company committed to developing clinically meaningful
therapies for patients with rare and ultra-rare genetic
diseases. For more information, please visit our
website: www.BioblastPharma.com, the content of which is not
incorporated herein by reference.
Forward-looking Statements This press
release contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act. These
forward-looking statements may address, among other things, our
expected financial and operational results and the related
assumptions underlying our expected results, as well as our
expectations for the combined company following the proposed
merger. These forward-looking statements are distinguished by
use of words such as “will,” “would,” “anticipate,” “expect,”
“believe,” “designed,” “plan,” or “intend,” the negative of these
terms, and similar references to future periods. These views
involve risks and uncertainties that are difficult to predict and,
accordingly, our actual results may differ materially from the
results discussed in our forward-looking statements. Our
forward-looking statements contained herein speak only as of the
date of this press release. Factors or events that we cannot
predict, including those described in the risk factors contained in
our filings with the Securities and Exchange Commission (the
“SEC”), may cause our actual results to differ from those expressed
in forward-looking statements. We are using forward-looking
statements when we discuss the structure, timing and completion of
the proposed merger; the combined company’s listing on the Nasdaq
Capital Market after closing of the proposed merger; the financial
position and cash balance of the combined company; the possibility
that Bioblast will enter into a transaction with respect to its
Trehalose program that will ultimately benefit holders of the CVRs;
expectations regarding ownership structure of the combined company;
the future operations of the combined company and its ability to
successfully initiate and complete clinical trials and achieve
regulatory milestones; the nature, strategy and focus of the
combined company; the development and commercial potential and
potential benefits of any product candidates of the combined
company; that the proposed merger will close and will enable the
combined company to participate in the possible success of Enlivex
product candidates; that the product candidates have the potential
to address critical unmet needs of patients with serious diseases
and conditions; and the executive and board structure of the
combined company. Bioblast and the combined company may not
actually achieve the plans, carry out the intentions or meet the
expectations or projections disclosed in the forward-looking
statements, and you should not place undue reliance on these
forward-looking statements. Because such statements deal with
future events and are based on Bioblast’s current expectations,
they are subject to various risks and uncertainties and actual
results, performance or achievements of Bioblast or the combined
company could differ materially from those described in or implied
by the statements in this press release, including as a result of
the failure to meet the conditions to the merger, as well as those
risks discussed under the heading “Risk Factors” in Bioblast’s
annual report on Form 20-F filed with the SEC on April 23, 2018,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Bioblast disclaims any intention or obligation to
update or revise any forward-looking statements, which speak only
as of the date hereof, whether as a result of new information,
future events or circumstances or otherwise.
No Offer or Solicitation
This communication does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
A proxy statement and a proxy card will be furnished as an
exhibit to a Report on 6-K to be filed with the SEC and mailed to
Bioblast’s shareholders seeking any required shareholder approvals
in connection with the proposed transactions. Before making any
voting or investment decision, investors and shareholders are urged
to read the proxy statement (including any amendments or
supplements thereto) and any other relevant documents that Bioblast
may file with the SEC when they become available because they will
contain important information about the proposed transactions.
Contacts:
Bioblast Pharma, Ltd. Dr. Dalia Megiddo,
CEOdalia@bioblast-PHARMA.com
Enlivex Therapeutics Ltd.Shachar Shlosberger,
CFOshachar@enlivexpharm.com
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