Kinarus aims to avoid bankruptcy through merger with Curatis

Application has been made to the courts of Basel-Stadt to reverse the bankruptcy of Kinarus Therapeutics Holding AG in Liquidation in order to pursue a Combination Transaction with Curatis AG, a Basel-Landschaft incorporated medicine distribution and drug development company predominantly focused on orphan diseases and specialty care diseases founded in 2002. Curatis operates in two distinct business areas: distribution business for Orphan Diseases and Specialty Diseases Medicines as well as the development business for Orphan and Specialty Indications.

Concurrently, Kinarus Holding and Curatis have placed an offer with the bankruptcy administrator to purchase certain assets, intellectual property and data relating to KIN001 from the bankruptcy estate of Kinarus AG in Liquidation. The combined entity will have a risk-balanced investment case with a mix of specialty medicine distribution and tailored own drug development activities focusing on molecules with proven safety and efficacy profiles

The Combination Transaction is contingent, inter alia, on consent by the courts of Basel-Stadt, approval by the Extraordinary General Meeting of Kinarus Holding (of, inter alia, this Combination Transaction and an ordinary capital increase of new shares) and SIX Swiss Exchange approval of the listing of these new shares

In the context of this Combination Transaction, certain incumbent shareholders of Kinarus Holding and new investors have agreed to invest a total of CHF4.1m via a structured Mandatory Exchangeable Loan Note, exchangeable into a minimum number of new shares of Kinarus Holding at a valuation of the combined entities of roughly CHF48.75m

Subject to approval by the Extraordinary General Meeting of Kinarus Holding, the new Board of Directors will consist of the two founders of Curatis, Günter Graubach and Roland Rutschmann, as well as Marian Borovsky, former Group General Counsel of Actelion who will assume the role of Chairman of the Board and the current member Silvio Inderbitzin, former CEO of Spirig Pharma.

Günter Graubach, Executive Chairman of Curatis stated: “We are excited by this business combination as we may be able to include KIN001 into our development strategy and product portfolio, and Curatis may become part of a publicly listed company. This would significantly increase our visibility and stance, and allow us to grow our third-party orphan medicine distribution business both in terms of scope and breadth as well as geographically via expansion to large European markets. As part of the transaction, we raised capital that together with expected free cash flow generation from our distribution business is expected to be sufficient to develop our lead product candidate C-PTBE-01. We are optimistic about our future and will be embracing all opportunities and challenges that are ahead of us and would like to thank our stakeholders for their continued trust in our exciting business.”

Dr. Alexander Bausch, CEO and Member of the Board of Directors Kinarus Therapeutics Holding AG in Liquidation added: “I am particularly relieved that our attempts to save parts of the value of the KIN001 product and pay-off some of the outstanding liabilities resulting from the bankruptcy filings of Kinarus Holding and Kinarus AG we were forced to do in Q4 2023 may now materialize. I am also pleased that the incumbent Kinarus Holding shareholders may conserve a part of the value of their holdings and have the opportunity to participate in a larger company with a broader, more risk-balanced investment case. This arguably complex transaction represents a groundbreaking innovation and novelty, and I would like to particularly devote my thanks to YUMA Capital who have developed, negotiated, managed and will continue to manage this transaction with a large number of involved parties in a very professional, knowledgeable and diligent way.”

(Press release / SK)