- BELLUS to own 100% of BLU-5937 and related
P2X3 antagonists intellectual property with no future payments due
-
- 4.77 million BELLUS Health common shares
to be issued in consideration -
BELLUS Health Inc. (Nasdaq: BLU; TSX: BLU) (the “Company” or
“BELLUS Health”), a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of chronic cough
and other hypersensitization-related disorders, today announced
that it has entered into an asset purchase and sale agreement to
acquire all of the remaining BLU-5937 and related P2X3 antagonists
intellectual property assets (the “BLU-5937 Assets”) from adMare
BioInnovations’ NEOMED Institute (“adMare”) (the
“Transaction”).
As part of the Transaction, the parties have agreed to
terminate, effective as of the Closing Date, the 2017 license
agreement pursuant to which the Company has exclusive rights to
develop and commercialize the BLU-5937 Assets (the “License
Agreement”). Tiered royalty obligations of 3% to 5%, and a 10%
revenue share of any M&A or partnership payments that would
have been otherwise owed to adMare under and subject to the License
Agreement are to be extinguished. Upon completion of the
Transaction, BELLUS Health will own 100% of the BLU-5937 Assets,
and will no longer have any obligations to adMare, or any third
party, in respect thereof.
In consideration of the foregoing, the Company will issue to
adMare and AstraZeneca AB (“AstraZeneca” and together with adMare,
the “Holders”) an aggregate of 4,770,000 common shares from
treasury (the “Common Shares”), representing 7.3% of the Company’s
fully diluted equity. AstraZeneca assigned the BLU-5937 Assets to
adMare in 2012.
“This agreement gives BELLUS complete ownership of the rights to
BLU-5937 and related P2X3 antagonists, eliminating any future
financial obligations for our compound and allowing our
shareholders to realize its full value,” said Roberto Bellini,
President and CEO of BELLUS Health.
The Transaction is expected to close on or about March 25, 2020
(the “Closing Date”), subject to satisfaction of customary closing
conditions.
Bloom Burton Securities Inc. served as exclusive financial
advisor to adMare in the Transaction.
In order to qualify and register the issuance of the Common
Shares to the Holders, the Company has filed a prospectus
supplement (the “Prospectus Supplement”) to its base shelf
prospectus dated January 17, 2020 (the “Shelf Prospectus”) with the
Autorité des marchés financiers, and pursuant to its registration
statement on Form F-10 (File No. 333-235637), declared effective on
January 21, 2020, with the U.S. Securities and Exchange Commission.
The Prospectus Supplement contains detailed information about the
Transaction and the Common Shares and is available, together with
the Shelf Prospectus, on SEDAR at www.sedar.com, on EDGAR at
www.sec.gov/edgar.shtml and on the Company’s website at
www.bellushealth.com. Copies of the Prospectus Supplement and the
accompanying prospectus may be obtained from François Desjardins,
Vice-President, Finance, 275 Armand-Frappier Boulevard, Laval,
(Quebec) Canada H7V 4A7, or by calling 450-680-4525 or by emailing
fdesjardins@bellushealth.com.
Under certain “lock-up” arrangements entered into in connection
with the Transaction, each Holder has agreed not to transfer or
sell, directly or indirectly, any of the Common Shares, subject to
certain exceptions, including each Holder’s right to sell or
transfer: (i) up to 10% of the Common Shares on or after the
Closing Date; (ii) up to an additional 20% of the Common Shares on
or after the date that is 30 days following the Closing Date; (iii)
up to an additional 20% of the Common Shares on or after the date
that is 60 days following the Closing Date; and (iv) the remaining
number of Common Shares on or after the earlier of the date of
announcement of Phase 2 topline data for BLU-5937 and August 15,
2020.
Dr. Youssef Bennani, one of the Company’s directors, was
recently appointed as a venture partner of adMare, and therefore
recused himself from all discussions relating to the Transaction.
The Board of Directors of the Company has approved the Transaction,
Dr. Bennani having declared his interest and abstained from voting
thereon.
No regulatory authority has either approved or disapproved the
contents of this news release. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such province, state or
jurisdiction.
About BELLUS Health
BELLUS Health is a clinical-stage biopharmaceutical company
developing novel therapeutics for the treatment of chronic cough
and other hypersensitization-related disorders. The Company’s
product candidate, BLU-5937, is being developed for the treatment
of chronic cough and chronic pruritus.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may constitute
“forward-looking statements” within the meaning of applicable
securities laws. Such statements, based as they are on the current
expectations of management, inherently involve numerous important
risks, uncertainties and assumptions, known and unknown. In this
news release, such forward-looking statements relate, but are not
limited to, the anticipated timing for the closing of the
Transaction, the parties’ ability to satisfy closing conditions of
the Transaction and the anticipated benefits for BELLUS Health’s
shareholders. Risk factors that may affect such forward-looking
statements include but are not limited to: the ability to expand
and develop its project pipeline, the ability to obtain adequate
financing, the impact of general economic conditions, general
conditions in the pharmaceutical industry, the impact of the
COVID-19 pandemic on its operations, changes in the regulatory
environment in the jurisdictions in which BELLUS Health 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 preclinical study and clinical trial milestones,
reliance on third parties to conduct preclinical studies and
clinical trials for BLU-5937 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's
product candidate's development process, its market size and
commercial value are dependent upon a number of factors. Moreover,
its growth and future prospects are mainly dependent on the
successful development, patient tolerability, regulatory approval,
commercialization and market acceptance of its product candidate
BLU-5937 and other products. Consequently, actual future results
and events may differ materially from the anticipated results and
events expressed in the forward-looking statements. Forward-looking
statements should not be regarded as a representation that any of
the plans will be achieved. BELLUS Health 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 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 securities laws. Please
see BELLUS Health's public filings with the Canadian securities
regulatory authorities, including, but not limited to, its Annual
Information Form, and the United States Securities and Exchange
Commission for further risk factors that might affect BELLUS Health
and its business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200323005304/en/
François Desjardins Vice President, Finance 450-680-4525
fdesjardins@bellushealth.com
Danny Matthews Director, Investor Relations and Communications
917-828-0414 danny@bellushealth.com
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