Total consideration of up to CA$2.7 million
LAVAL, QC, March 16, 2017 /CNW/ - BELLUS Health Inc. (TSX: BLU) (BELLUS Health) announced today that it has entered into a share purchase agreement (Share Purchase Agreement) with Taro Pharmaceuticals Inc. (Taro) for the sale of BELLUS Health's wholly-owned subsidiary Thallion Pharmaceuticals Inc. (Thallion), including all the rights to the drug candidate ShigamabTM.
Pursuant to the Share Purchase Agreement, Taro is acquiring all issued and outstanding shares of Thallion for a potential total consideration of CA$2.7 million, consisting of an upfront payment of CA$2.3 million and a potential future payment of CA$0.4 million contingent upon the completion of a pre-established milestone event, expected to occur within 24 months of the closing of the transaction. In addition, BELLUS Health will receive a portion of certain post-approval revenues related to the ShigamabTM program.
"This transaction supports the further development of ShigamabTM and allows us to focus our efforts on the rest of our pipeline including the recently in-licensed BLU-5937, a drug candidate for chronic cough," said Roberto Bellini, President and Chief Executive Officer of BELLUS Health. "The upfront proceeds from this transaction also meaningfully extend our cash runway to Q4 2018."
Payment to Thallion CVR Holders
In accordance with the terms of the agreements of the 2013 Thallion acquisition, 5% of the proceeds received by BELLUS Health from the sale of Thallion, including the ShigamabTM technology (ShigamabTM Consideration), is payable to Contingent Value Rights (CVR) holders.
Accordingly, on April 7, 2017, an amount of CA$94,550 (CA$0.00263 per CVR) will be paid to CVR holders of record on March 16, 2017. An amount of CA$20,450 of CVR agent costs is deducted from the ShigamabTM Consideration, in conformity with the terms of the agreements of the 2013 Thallion acquisition by BELLUS Health.
About Thallion and ShigamabTM
Prior to the effective date of the Share Purchase Agreement, BELLUS Health proceeded with an internal reorganization under which BHI Limited Partnership, the partnership that was carrying on BELLUS Health activities, was dissolved, and transferred its assets and liabilities to BELLUS Health. Prior to the effective date, Thallion was a wholly-owned subsidiary of BELLUS Health that held the rights to ShigamabTM.
Shigamab™ is a monoclonal antibody therapy being developed for the treatment of Hemolytic Uremic Syndrome caused by Shiga toxin-producing E. coli (STEC) (sHUS), a rare disease that principally affects the kidneys and often leads to patients requiring acute dialysis. In certain cases, sHUS can cause chronic kidney disease and death, primarily in children. BELLUS Health acquired Shigamab™ through the 2013 Thallion acquisition.
About BELLUS Health (www.bellushealth.com)
BELLUS Health is a biopharmaceutical development company advancing novel therapeutics for conditions with high unmet medical need. Its pipeline of projects includes BLU-5937 for chronic cough and KIACTA™ for sarcoidosis. BELLUS Health also has economic interests in several other partnered drug development projects.
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute "forward-looking statements" within the meaning of Canadian securities legislation and regulations. Such statements, based as they are on the current expectations of management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown, many of which are beyond BELLUS Health Inc.'s control. Such risks factors include but are not limited to: the ability to obtain financing, the impact of general economic conditions, general conditions in the pharmaceutical industry, changes in the regulatory environment in the jurisdictions in which BELLUS Health Inc. does business, stock market volatility, fluctuations in costs, changes to the competitive environment due to consolidation, achievement of forecasted burn rate, potential payments/outcomes in relation to indemnity agreements and contingent value rights, achievement of forecasted pre-clinical and clinical trial milestones and that actual results may vary once the final and quality-controlled verification of data and analyses has been completed. In addition, the length of BELLUS Health Inc.'s drug candidates development process, their market size and commercial value, as well as the sharing of proceeds between BELLUS Health Inc. and its potential partners from potential future revenues, if any, are dependent upon a number of factors. Consequently, actual future results and events may differ materially from the anticipated results and events expressed in the forward-looking statements. The Company believes that expectations represented by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These forward-looking statements speak only as of the date made, and BELLUS Health Inc. is under no obligation and disavows any intention to update publicly or revise such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable legislation or regulation. Please see BELLUS Health Inc.'s public filings with the Canadian securities regulatory authorities, including the Annual Information Form, for further risk factors that might affect BELLUS Health Inc. and its business.
SOURCE BELLUS Health Inc.
For further information: François Desjardins, Vice-President, Finance, 450-680-4525, [email protected]