Kinarus plans reverse take over to go public

Kinarus is a privately owned clinical-stage pharmaceutical company established in 2017 in Basel. Managed by experienced healthcare executives, Kinarus is focused on bringing novel treatments to patients suffering from serious viral, respiratory and ophthalmic diseases. The company’s unique and innovative combinatorial therapeutic candidate KIN001 has the potential to transform numerous therapeutic areas including Covid-19 (currently in phase 2 clinical trials), age-related macular degeneration (wet AMD) and idiopathic pulmonary fibrosis (IPF).

The company has signed a Memorandum of Understanding (“MoU”) with Perfect Holding AG, a publicly listed group on the SIX Swiss Exchange. The Group provided business aviation services, such as private aircraft charter sales, aircraft acquisition and sales, and aircraft consultancy. According to the halfyear 2020 interim report, Perfect Holding has not been able to pursue its operations since April 2020 due to the impacts of the Covid-19 pandemic.

Perfect Holding will offer new shares to the shareholders of Kinarus in exchange for the contribution in kind by such shareholders to Perfect Holding of all or a qualified majority of the shares in Kinarus. Regarding the respective valuations of Perfect Holding and Kinarus, which are currently being reviewed and confirmed, such transaction (designated as a “reverse take-over” or “RTO”) would naturally result in a dilution of the shareholding of the existing shareholders of Perfect Holding. As a publically held company, Perfect Holding will prepare, following applicable regulations, a prospectus for the issuance of such new shares for their planned listing on SIX Swiss Exchange.

The implementation of the transaction is subject to conditions. These include finalisation of the ongoing valuation and contract negotiations, satisfactory completion of other pre-transaction legal, administrative and regulatory steps as well as the successful completion of a pre-RTO funding round at Kinarus to ensure the funding of its development projects.

The envisaged transaction has to be approved by shareholders of both companies. The Board of directors of Kinarus and of Perfect Holding plan to present this project for approval to its respective shareholders in the coming months.

(Press release/RAN)