Proposed Acquisitions of Aerocrine AB and Prosonix Limited Creating a World-Class Allergy and Asthma Specialty Pharma Business
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THIS ANNOUNCEMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICE UNDER AT THE END OF THIS DOCUMENT
Circassia Pharmaceuticals plc
Proposed Acquisitions of Aerocrine AB and Prosonix Limited
Creating a world-class allergy and asthma specialty pharma business
Oxford, UK, 15 May 2015: Circassia Pharmaceuticals Plc (Circassia or the Company), a specialty biopharmaceutical company, is pleased to announce that it intends to make an all cash offer to acquire Aerocrine, a Swedish listed company focused on the development and commercialisation of medical diagnostic products for use in the diagnosis and management of patients with asthma, for a total consideration of up to SEK 1.78 billion (approximately £139 million).
Circassia is also pleased to announce its intention to acquire Prosonix, a privately-held specialty pharmaceutical company focused on the development of product candidates for the treatment of asthma and / or chronic obstructive pulmonary disease (COPD), for an aggregate cash consideration of up to £100 million.
Circassia has separately announced today that it proposes to raise £275 million, through a Placing and Open Offer.
Steve Harris, CEO of Circassia said:
“These proposed acquisitions and associated fundraising significantly accelerate Circassia’s strategy to become a self-sustaining specialty biopharmaceutical company focused on allergy and asthma. The combined organisation will give us both the capability and resources to commercialise our enlarged late-stage pipeline of potential new allergy and asthma products, once approved, and thereby generate significant shareholder value.
We believe Aerocrine’s established commercial infrastructure, which is already targeting our core potential customers in key markets, will optimise the launch of Cat-SPIRE, which is the first of our next generation allergy immunotherapies, and which remains on track to report pivotal phase III results in H1 2016. Additionally, Prosonix’s innovative technology gives us a portfolio of near-term products targeting asthma and other respiratory diseases, which complement our current pipeline and should enable us to further leverage Aerocrine’s commercial infrastructure.”
Rolf Classon, Chairman of the Board of Directors of Aerocrine commented:
“In Circassia, we have found the ideal partner to continue the future development of Aerocrine. The combined group benefits from a strong commercial platform and exciting pipeline to ensure long term benefits for allergy and asthma patients worldwide”
David Hipkiss, CEO of Prosonix added:
“Circassia is a perfect home for Prosonix, and the enlarged group will have a strong portfolio of near-term allergy and asthma products, along with the resources and infrastructure to bring them to market. With our lead product currently under regulatory review and other filings planned, we look forward to making our treatments available to patients in the near future.”
The Acquisitions have a compelling strategic rationale and accelerate the Company’s ambition to build a self-sustaining specialty biopharmaceutical business with the potential for significant growth:
- Adding Aerocrine’s established sales force and commercial infrastructure, which is already targeting the allergy/asthma specialists, and which gives us the opportunity to accelerate and optimise the launch of Circassia’s Cat-SPIRE allergy immunotherapy product candidate, once approved.
- Expanding Aerocrine’s sales force to target robust sales growth of Aerocrine’s market leading device used in asthma diagnosis and management, and, to prepare for the launch of Circassia’s lead product and broader portfolio.
- Complementing Circassia’s commercial offering by adding Prosonix’s near-term asthma products to the Company’s portfolio of novel allergy immunotherapies.
- Creating a strong broad based specialty biopharmaceutical company with two currently marketed products sold to allergy / asthma specialists and 12 products in development for allergy, asthma and COPD, with the potential for 8 product launches by the end of 2021.
- Strengthening the commercialisation of its products in key markets by leveraging Aerocrine’s experience and capabilities in achieving reimbursement and inclusion in treatment guidelines, and expanding its portfolio of complementary late-stage product candidates through the acquisition of Prosonix.
The Placing and Open Offer is being fully underwritten by J.P. Morgan Cazenove and Peel Hunt. A General Meeting is to be held at Northbrook House, Robert Robinson Avenue, Oxford Science Park, Oxford, Oxfordshire, OX4 4GA, United Kingdom at 10.00 a.m. on 10 June 2015 for the purpose of seeking approval for the Aerocrine Acquisition and the proposed Placing and Open Offer. Invesco Asset Management, as agent for and behalf of its discretionary managed clients, Imperial Innovations, Woodford Investment Management and Lochside (International) Ltd, who account for c.57 per cent of Circassia’s issued share capital, have indicated their support for the Placing and the Acquisitions and their current intention is to vote in favour of the Resolutions at the General Meeting. Funds managed by Invesco Asset Management Limited and Woodford Investment Management have indicated their intention to participate in the equity raise.
Circassia Pharmaceuticals plc +44 (0)1865 405 560
J.P. Morgan Cazenove +44 (0)20 7742 4000
Peel Hunt LLP +44 (0)20 7418 8900
Jock Maxwell MacDonald
FTI Consulting +44 (0)20 3727 1000
Circassia will host an analyst meeting today at 09.00 BST. For further details please contact Mo Noonan on +44 (0)20 3727 1390 or firstname.lastname@example.org
This announcement, including its Appendix (together, the “Announcement”) contains forward-looking statements, including statements about the discovery, development and commercialisation of products. Various risks may cause Circassia’s actual results to differ materially from those expressed or implied by the forward-looking statements, including: adverse results in clinical development programmes; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; dependence upon strategic alliance partners to develop and commercialise products and services; difficulties or delays in obtaining regulatory approvals to market products and services resulting from development efforts; failure to complete the Acquisition of Aerocrine or Prosonix; the requirement for substantial funding to conduct research and development and to expand commercialisation activities; and product initiatives by competitors. As a result of these factors, prospective investors are cautioned not to rely on any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP undertake any obligation nor do they intend to revise or update any document (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the FCA), the London Stock Exchange or by applicable law including the Listing Rules or the Disclosure Rules and Transparency Rules).
This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the “United States”), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a “Restricted Territory”). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The shares issued pursuant to the placing and open offer (the “New Ordinary Shares”) have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”) or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.
This Announcement does not constitute an extension into the United States of the offer mentioned in this Announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. Aerocrine AB shareholders located or resident in the United States or who are acting for the account or benefit of such persons will not be eligible to participate in the offer described in this Announcement. Offer documents, including the offer document describing the terms of the offer and tender forms, when issued, will not be distributed or sent into the United States.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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