Arura Pharma Inc. completes the acquisition of Silkit Pharma Corporation and second tranche of Private Placement



    MONTREAL, Jan. 3 /CNW Telbec/ - Arura Pharma Inc. (TSXV: ARP) ("Arura")
is pleased to announce that it has completed as of December 31, 2007, the
acquisition of Silkit Pharma Corporation ("Silkit") and the second tranche of
its private placement for gross proceeds of CDN$515,000.
    Ali Moghaddam, Chief Executive Officer of Arura, declared that "the
acquisition of Silkit is an important milestone for Arura. We not only acquire
an innovative drug delivery platform but also the opportunity to launch an
important consumer product in the near term, utilizing this platform.
Dr. Clarence-Smith added that she "was pleased to contribute to Arura's growth
strategy and to see Silkit's pipeline benefit from Arura's commercialization
expertise.

    About Silkit

    Silkit is a US-based Pharmaceutical company focused on Women's Health.
Silkit has licensed the exclusive U.S. and Canadian intellectual property
rights in:

    
    i)  A bio-adhesive gel, patented in the European Union and patent pending
        in North America, made from a proprietary mixture of polymers and
        which may be used, first as a vaginal moisturizer, and later as a
        drug delivery system for drugs that are already on the market or new
        patented treatments; and

    ii) A broad spectrum antiviral active against DNA viruses, notably
        against Human Papilloma Virus (HPV) that will be delivered using
        Silkit's gel.
    

    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, and pain.
    

    Acquisition summary

    Pursuant to the definitive acquisition agreement, Arura has acquired all
of the outstanding securities from the securities holders of Silkit
(collectively the "Vendors") for an aggregate base purchase price of
CDN $1,000,000 (as opposed to the initially contemplated purchase price of
$2,000,000 stated in Arura press release dated September 18, 2007). The
purchase price was paid by the issuance by Arura to the Vendors of an
aggregate of 5,000,000 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 (i) in the aggregate, an additional 5,000,000 common shares of Arura
shall some financing milestone be met by Arura before October 31st, 2008 and
(ii) 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. All the shares issued
in connection with the acquisition are and will be subject to a four months
hold period from the date of their issuance.
    The acquisition has been conditionally approved by the TSX Venture
Exchange (the "Exchange") and remains subject to the Exchange's definitive
approval. As of the date hereof, Arura has no reason to believe that such
final approval will not be obtained by Arura.

    Second Tranche of Private Placement

    Arura is also pleased to announce it has completed a second closing of
its pre-announced private placement for gross proceeds of $515,000, in
addition to the first tranche of $1,000,000 announced on November 5, 2007. The
second tranche of the placement consisted in the issuance of 4,152,400 units
issued by Arura at a price of $0.125 per unit composed of one common share and
one-half common share purchase warrant (a "Unit"). Each whole warrant will
allow the holder to purchase an additional common share of Arura at the price
of $0.225 for a period of twenty-four months. All the shares issued in
connection with the private placement are and will be subject to a four months
hold period from the date of their issuance.
    In connection with the brokered part of the private placement, Laurentian
Bank Securities Inc. (the "Agent") received a cash commission of $7,000 and
56,000 broker warrants. Each broker warrant will be exercisable to purchase
one Unit at any time up for a period of 24 months from closing at an exercise
price equal to the issue price of the Units.
    The net proceeds of this second tranche will be used to pay down debt, to
finance the growth of the sales derived from the Neolia Brands, to finance the
commercialisation of the Silkit pipeline and for general working capital
purposes.
    The second tranche of the private placement has been conditionally
approved by the Exchange and remains subject to the Exchange's definitive
approval. As of the date hereof, Arura has no reason to believe that such
final approval will not be obtained by Arura.

    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.

    Other Information

    The acquisition of Silkit as described herein is not a "non-arm's length
transaction" within the meaning of Policy 2.4 of the Exchange as the
shareholders, directors and officers of the Vendors had no ownership or
interest in Arura prior to the transaction.

    The 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
economic conditions.
    %SEDAR: 00025654EF




For further information:

For further information: Daniel Pharand, Chairman Arura Pharma Inc.,
(514) 984-4431, dpharand@pharcan.com; Ali Moghaddam, Chief Executive Officer,
Arura Pharma Inc., (450) 442-2545 ext. 233, amoghaddam@arurapharma.com;
Kathleen Clarence-Smith, MD, PhD., Chief Executive Officer, Silkit Pharma
Corporation, (202) 286-1645, wkcs@mycingular.blackberry.net

Organization Profile

ARURA PHARMA INC.

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