Novoheart to Acquire Xellera Therapeutics.
MANews-(C)2009-2019
29 May 2019 - Canadian stem cell biotechnology company Novoheart Holdings Inc. (TSX Venture: NVH) has entered into a definitive non-arm's length agreement to acquire all of the shares of cell- and gene-based therapies developer Xellera Therapeutics Ltd. for CDN 33.805m to be satisfied through the issuance of 93m common shares of the company, the company said.
Novoheart aspires to revolutionise human heart tissue engineering for disease modeling and pre-clinical drug discovery, and to develop novel therapeutics for clinical cardiac therapies and precision medicine.
Since its public listing in 2017, the company has been focusing on launching its pre-clinical programmes.
The acquisition will accelerate progression of the company's current business scope to include the development of clinical assets with the availability of unique expertise and professional networks in clinical trials and related regulatory requirements in the US, EU and HK/China, and a GMP facility currently being established, with a target completion date in the first half of 2020, to be compliant with international standards for manufacturing clinical-grade advanced therapeutic products for clinical trials and other applications, thereby leading to new revenue streams.
Furthermore, Novoheart's liquidity will be expected to become significantly enhanced through an access to approximately CDN 22.5m cash on XT's balance sheet.
Under the terms of the acquisition, Novoheart has agreed to acquire 100% of XT for a total purchase price of CDN 33.805m.
Upon closing of the acquisition, the shareholders of XT will receive 93m common shares at a deemed price of approximately CDN 0.3635 per share.
In connection with the acquisition, XT's shareholders have agreed to enter into lock-up agreements pursuant to which the common shares received as the consideration for the acquisition will be subject to restrictions on sale for a period of up to three years, with semi-annual vesting at 15%, 15%, 15%, 15%, 20% and 20%, respectively.
In connection with the acquisition, it is expected that Dr. Katherine Ngan and Roger Ngan, two of the founders of XT, will join Novoheart's board on closing.
Novoheart appointed a special committee of independent directors to supervise, oversee and review the negotiation of the acquisition of XT given the related party nature of the acquisition.
Dr. Ronald Li, the CEO, a director and a control person of the company is also a director and...
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