MONTREAL, Sept. 18 /CNW Telbec/ - Arura Pharma Inc. (TSXV: ARP) ("Arura")
is pleased to announce that it has entered yesterday into a letter of intent
to acquire Silkit Pharma Corporation ("Silkit") for a base deemed purchase
price of CDN$2,000,000 payable by the issuance to the shareholders of Silkit
of 10,000,000 common shares of Arura.
Silkit is a US-based Pharmaceutical company focused on Women's Health.
Silkit has licensed certain exclusive U.S. and Canadian intellectual property
i) a broad-spectrum antiviral active against DNA viruses, notably
against Human Papilloma Virus (HPV); and
ii) a bioadhesive gel, patented in the European Union and patent
pending in North America, made from a proprietary mixture of
polymers and which may be used as a vaginal moisturizer and may
also be used to deliver to the vaginal dome drugs, currently on
the market. The gel may also be used to deliver to the vaginal
dome new patented treatments, such as the antiviral.
Silkit is lead by Kathleen Clarence-Smith, MD, PhD. an internationally
recognized neurologist whose career has been dedicated to developing new
pharmaceuticals and shepherding them from early stages onto the market.
Dr. Clarence-Smith has more than 15 years of experience in senior positions
within the pharmaceutical industry, including:
i) At Otsuka, she was in charge of the Neuropsychiatry Division
and directed the development of Abilify, a currently marketed
drug for schizophrenia;
ii) At Hoffmann-la Roche, where she was in charge of worldwide
development of neurological drugs and was a member of both the
Licensing Board and the Development Board. She successfully
launched two development programs in Parkinson's disease, one
in Alzheimer's disease, and one in epilepsy; and
iii) At Sanofi, as head of the CNS group (worldwide pre-clinical
discovery, clinical development, medical marketing), she
developed programs in depression and Alzheimer's disease and
launched new programs in anxiety, epilepsy, muscle relaxation,
Pursuant to the letter of intent, Arura may acquire all of the
outstanding securities from the securities holders of Silkit (collectively the
"Vendors") for an aggregate base purchase price of CDN$2,000,000. The purchase
price is to be paid by the issuance by Arura to the Vendors of an aggregate of
10,000,000 common shares of Arura at a deemed issuance price of CDN$0.20 per
Arura common share. In addition, the Vendors shall be entitled to receive for
each product using Silkit proprietary rights that is approved by the U.S. Food
and Drug Administration (where such approval is legally required) or
commercialised within the United States of America, on a pro rata basis,
common shares of Arura having an aggregate value of US$1,000,000, valued at
the weighted average trading price of the Arura Shares on the Exchange during
the 10 trading days preceding the day there is publicly available information
confirming such product's approval or commercialisation.
The completion of the proposed acquisition of Silkit by Arura is
contingent on Silkit or Arura having completed a private financing of units of
Arura in the aggregate amount of a minimum of CDN$1,000,000 and a maximum of
CDN$3,000,000 on terms to be approved by Arura and Silkit, completion of due
diligence, execution of a definitive agreement and required corporate and
regulatory approval including that of the TSX Venture Exchange.
Ali Moghaddam, Chief Executive Officer of Arura and in charge of its
specialty pharmaceutical business unit, declared that "Arura's
commercialization and distribution expertise combined with Silkit's drug
development capabilities will result in a strong North American entity focused
on enhancing patient's lives", while Dr. Clarence-Smith added that "the
synergies between the two companies being highly compelling; we believe that
this is the foundation of a company that will truly contribute to improving
SME- Growth program and change of directors
Arura is also pleased to announce that it has received this day an
advanced tax ruling from Revenu Quebec confirming the admissibility of Arura
common shares under the Quebec SME-Growth program, the common shares of Arura
to be added shortly to the list published by the Autorite des marches
Arura also announces, as part of the going forward integration of the
Neolia Brands(TM), the addition of Mr. Rejean Duguay as director of Arura in
replacement of Mr. Claus Brueckner as representative of the Axiom Group.
Mr. Duguay was awarded a bachelor of Business Administration degree in 1980
and became a Certified Management Accountant (CMA) in 1982. Mr. Duguay was
controller for sheet metal and plastic extrusion companies and in 1985 he
founded with four partners a sheet metal company specialized in custom made
metal cabinets. He became controller of the AXIOM Group of Companies in 2004.
His appointement to the board is subject to regulatory approval.
Daniel Pharand, Chairman of the Board of directors of Arura, took the
opportunity to "thank Mr. Brueckner for his contribution to Arura" and added
that he expected that "the contribution of Mr. Duguay will continue to support
the integration process to maximize the benefits of the acquisition of the
About Arura Pharma Inc.
Arura is a specialty pharmaceutical company consisting of two business
units, namely an established consumer health business unit manufacturing and
distributing beauty and personal hygiene products in Canada and in the United
States and an emerging specialty pharmaceutical business unit geared at
acquiring and commercializing established prescription drugs and medical
devices in the oncology, wound care and neurology sectors, amongst others.
The acquisition of Silkit as described herein is not a "non-arm's length
transaction" within the meaning of Policy 2.4 of the TSX-Venture Exchange (the
"Exchange") as the shareholder, directors and officers of the Vendors had no
ownership or interest in Arura prior to the transaction. Such transaction
remains subject to approval from the Exchange and all other applicable
regulatory approvals as per the policies of the Exchange. Accordingly, there
could be no assurance that the acquisition of Silkit will be completed.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
Cautionary Statement on Forward-Looking Information:
This release contains certain "forward-looking statements" including,
without limitation, expectations, beliefs, plans and objectives regarding the
potential transactions and ventures discussed in this release. Among the
important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are the risks inherent in
pharmaceutical manufacturing and distribution, the need to obtain additional
financing, the availability of needed personnel and fluctuations in general
For further information:
For further information: Daniel Pharand, Chairman Arura Pharma Inc.,
(514) 984-4431, firstname.lastname@example.org; Ali Moghaddam, Chief Executive Officer,
Arura Pharma Inc., (450) 442-2545 ext. 233, email@example.com;
Kathleen Clarence-Smith, MD, PhD., Chief Executive Officer, Silkit Pharma