Relief Therapeutics venturing to the trading floor

22.12.2015 16:38

THERAMetrics, a biotech company listed on the main segment of the Swiss Stock Exchange, and the Geneva based biotech start-up Relief Therapeutics announced that they have signed a binding agreement to combine their businesses by way of an exchange of Relief's shares for new THERAMetrics shares. The agreement allows Relief to access the Swiss public market smoothly.

Following closing of the transaction, the current shareholders of THERAMetrics will own slightly more than one-third and Relief’s shareholders will hold just below two thirds of the outstanding shares of the combined company.

Concurrently, THERAMetrics announced that it is in advanced discussions for the spin-off of its entire Contract Research Organization (“CRO”) and expects that transaction to be completed during H1 2016. As a result of the combination with Relief and the spin-off of the CRO business, THERAMetrics’ shareholders will have ownership in a promising biopharmaceutical company with a pipeline of several promising medicinal product candidates (“MPCs”).

The main MPC of Relief is Low Dose Interleukin-6 ("IL-6"). The rights to the intellectual property and its global commercialization have been secured by Relief from Merck Serono in an exclusive, worldwide licensing agreement signed in August of this year. Prior to the sale of the IL-6 intellectual property and commercialization rights to Relief, Merck Serono had already invested significantly in the development of this promising product candidate. Low Dose IL-6 is a neuroprotective MPC ready to enter clinical testing in patients addressing an unmet medical need in diabetic neuropathy (“DN”). Currently, there are no regulatory approved drugs of this kind available, and the market for DN-related drugs is expected to be USD 4.1 billion by 2019. Existing treatments such as Pfizer’s Lyrica address only peripheral neuropathy symptomatically. Relief’s Low Dose IL-6, by comparison, addresses physical regeneration, which would lead to quality-of-life improvement in 40-60% of the >300 million diabetics worldwide who suffer from diabetic neuropathy. This program will constitute one of the main pillars of the newly formed company.

The main product candidate of THERAMetrics is Aviptadil for the treatment of various indications, including Sarcoidosis, Acute Lung Injury, Chronic Obstructive Pulmonary Disease, Chronic Thromboembolic, and Chronic Lung Diseases associated Pulmonary Hypertension. For the development and commercialization of Aviptadil for the treatment of Sarcoidosis, THERAMetrics has signed a collaboration and licensing agreement with Centurion Pharma for Turkey and other neighboring markets. Issued patents for all indications (and for the rare diseases adopted orphan medicinal drug designations) are in place. Due to the CHF 25 million committed Share Subscription Facility (the “SSF”) granted by GEM Global Yield Fund LLC SCS (“GEM”) concurrently with the business combination with Relief, THERAMetrics will be in a position to resume Phase III clinical trials for the use of Aviptadil in selected indications in H1 2016.

Another high priority drug development program of THERAMetrics is the inhalative use of Interferon-gamma for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”). This project is protected by issued patents in Europe and adopted orphan medicinal drug designations in the USA and European Union.

Transaction summary:
Under the terms of the proposed combination, shareholders of Relief can exchange each Relief share outstanding into 5,750 newly issued THERAMetrics shares. Following closing of the transaction, the current shareholders of THERAMetrics will own slightly more than one-third and Relief’s shareholders will hold just below two thirds of the outstanding shares of the combined company. The companies have undertaken reciprocal due diligence providing the basis for recommending the intended transaction to their respective shareholders. Closing of the transaction is expected in April 2016 and is contingent upon certain conditions, amongst others a vote of approval by THERAMetrics’ current shareholders and the listing of the new THERAMetrics shares. At the ordinary shareholders' meeting of THERAMetrics, planned for end of March 2016, the Board of Directors of THERAMetrics will propose to its shareholders to issue around 1,200 million new THERAMetrics shares to the Relief shareholders. At this shareholders meeting the Board of Directors will also propose the election of new Board members and certain other resolutions.

(Press release)

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Fascinating technology