Physiomics PLC Heads of Terms with BioMoti and Board Changes (6202T)
March 31 2016 - 2:00AM
UK Regulatory
TIDMPYC
RNS Number : 6202T
Physiomics PLC
31 March 2016
Physiomics Plc
("Physiomics" or "the Company")
Non-Binding Heads of Terms with BioMoti Ltd
Board Changes
Oxford, UK, 31 March 2016: Physiomics plc (AIM: PYC), the
Oxford, UK based systems biology company, is pleased to announce
that it has signed a non-binding Heads of Terms agreement to
acquire BioMoti Limited ("BioMoti") (the "Proposed
Acquisition").
The Proposed Acquisition is currently conditional on a number of
items, including due diligence and a successful equity fundraise.
The total consideration will never be greater than 50% of the
market value of Physiomics, and it is proposed that the
consideration will be satisfied by the issue of ordinary shares
being no more than 29.99% of the enlarged share capital of the
Company after the proposed fundraise.
The key terms are as follows:
(i) 6 months exclusivity.
(ii) BioMoti will be valued at 50% of the pre-money market cap
of Physiomics at the time of completion.
(iii) Target of GBP4m fund raise to develop the new joint
company's drug discovery and development pipeline.
(iv) The purchase price will not exceed 29.99% of the post-money value of the joint company.
It is currently intended that a legally binding agreement will
be entered into before August 2016 but at this stage there can be
no guarantee that the transaction will complete.
Strategy
In line with the Company's stated strategy of acquiring an
oncology therapeutics company, the Directors believe that the
acquisition of BioMoti Ltd and concurrent fund raise is the best
plan to build its value over the medium to long term. Industry
Partners have verified that Physiomics' Virtual Tumour technology
can improve the outcome of pre-clinical oncology experiments and
the technology is now being used in the clinic with the first large
pharma clinical collaboration announced in March 2015. Whilst
Virtual Tumour can continue to be used by our industry partners,
additionally it will be used as an internal tool to progress an
oncology pipeline. The Directors believe that if the BioMoti
acquisition completes, the Physiomics Virtual Tumour technology can
be used to enhance and add precision to the process of developing
BioMoti's lead asset MOTI1001. In its simplest form the technology
takes tried, tested and approved oncology compounds and enhances
their performance. The risk is not the usual one of whether the
drug works but that of demonstrating the pharmaco-economic and
patient benefits of the modified molecule. We expect to see this
precision immuno-oncology molecule enter pre-clinical studies
clinical studies as soon as a route to manufacture has been
finalised.
BioMoti's platform technology, Oncojan(TM), creates
nanoparticles which package cancer drugs into efficient sustained
release delivery vehicles which can then be coated with tumour
targeting antigens (http://www.biomoti.com/technology/). The lead
project has shown that, for ovarian cancer, targeting CD95L known
as Fas ligand on tumours can lead to more efficient targeting and
delivery of the cancer killing drug Taxol, which is significantly
better than using Taxol alone, in preclinical experiments. CD95L is
a surface ligand that is selectively and heavily expressed in
tumour vasculature and cancer cells where it promotes tumour immune
evasion, cancer cell proliferation and metastasis.
In summary, the Directors believe the proposed acquisition could
provide a number of synergies for the company going forward:
(i) Virtual Tumour could be utilised to increase the potency of
internal drug candidates via optimised regimens.
(ii) Targeting CD95L on tumours provides a way to personalise
cancer treatment to appropriate patients. Additionally, Physiomics
could employ its modelling techniques to predict the patients who
would benefit most from the Company's drug candidates.
(iii) The Oncojan(TM) platform could be used in conjunction with
Virtual Tumour to develop further targeted therapies for different
cancer indications and drug combinations. BioMoti's proprietary
Oncojan(TM) platform uses nanoparticle technology to deliver
therapeutic drugs targeted to specific tumours. The particles
contain anti-cancer drugs and are coated with antigens that
specifically hone in on cancer cells and the surrounding tissue.
This technique can be used to enhance the performance of tried and
tested anti-cancer compounds, most of which are generics and
therefore carry no licence fee. Physiomics would focus on the
potent generic compounds reducing risk and maximising return.
About BioMoti Limited
The shareholders of BioMoti Limited are Professor Joanne Martin,
Dr. Davidson Ateh, Dr. Keith Powell, Queen Mary and Westfield
College, WCS Nominees Limited, Mr Gilbert Chalk and Mr Ian
McFarlane-Toms, all shareholders would be subject to lock in
restrictions to be agreed between the parties.
For the period ended 30 November 2014 (audited), BioMoti Limited
had a turnover of GBP59,487, made a loss for the financial year of
GBP121,005 and its gross assets were valued at GBP22,858.
Board Changes
The current CEO, Mark Chadwick, has indicated that he will be
stepping down as Chief Executive Officer of the Company before the
end of April 2016, however he will continue as a non-executive
director in the short term and has agreed to remain as Chief
Executive Officer until a replacement is appointed. A new CEO will
be appointed by that time. Plans to appoint an experienced
pharmaceutical executive with the skills to take the business to
the next stageare well advanced. A further announcement will be
made in due course.
Mark Chadwick, departing CEO commented, "It has been an immense
pleasure and privilege to lead Physiomics to this point. I feel
confident that the new leadership and direction will lead to
accelerated success and stand ready to assist the Company to
achieve its goals in my new capacity."
Paul Harper, Chairman of Physiomics commented " Mark has done a
good job of stewarding Physiomics through the development and
supplication of ground breaking system modelling and facilitating
its introduction into the drug discovery process of a number of
global pharmaceutical companies. We wish Mark well for the future
and welcome his continued involvement with the business."
For further information please contact:
Physiomics Plc
Dr Mark Chadwick +44 (0)1865 784980
WH Ireland Limited
Katy Mitchell/Nick Prowting +44 (0) 161 832 2174
This information is provided by RNS
The company news service from the London Stock Exchange
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