Crescita Therapeutics™ Inc. Announces Acquisition of INTEGA Skin Sciences
01 Sep, 2016, 09:13 ET
- Crescita Becomes An Integrated and Growing Commercial Skin Care Business -
MISSISSAUGA, ON, Sept. 1, 2016 /CNW/ - Crescita Therapeutics Inc. (TSX:CTX) (Crescita or the Company), a drug development company that owns topical products for use in the treatment of medical conditions related to dermatology and pain, today announced that it has acquired INTEGA Skin Sciences Inc. (INTEGA), a Montreal-based dermatology company which develops, manufactures, sells and markets science-based quality skin care products. INTEGA, financially backed by Knight Therapeutics (TSX:GUD) and Bloom Burton Healthcare Lending Trust, owns the Canadian distribution rights for a number of well-known and established skin care brands, including Laboratoire Dr. Renaud.
Key Benefits of the Transaction:
- Provides Crescita with a revenue-generating, fully integrated commercial skin care business, manufacturing facilities, and the capability to market prescription and over-the-counter (OTC) skin care products through established distribution channels;
- Provides Crescita with distribution rights to well-known and established skin care brands: Laboratoire Dr Renaud, Pro-Derm, Premiology and ISDIN;
- Provides Crescita with a commercial infrastructure capable of promoting its prescription drug Pliaglis in Canada;
- Allows Crescita to leverage its topical delivery technologies for the development of potential new OTC and/or prescription skin care products;
- Allows Crescita to leverage its business development capabilities to out-license INTEGA owned brands outside Canada, including the U.S; and
- Significant cash on hand in order to make additional acquisitions.
"With the acquisition of INTEGA, paid in Crescita common shares valued at $2.44 per share, Crescita becomes an integrated commercial skin care company while maintaining a strong balance sheet to finance our continued growth," commented Dan Chicoine, Crescita's Chairman. "Our goal is to utilize the combined attributes of both businesses, in manufacturing, distribution, marketing and research and development, to become a dominant player in the $15.0 billion Canadian and U.S. skin care industry."
"I am thrilled to be integrating INTEGA into Crescita as the first step to becoming a leading dermatology specialty pharmaceutical company," said Greg Orleski, founder and CEO of INTEGA.
Jonathan Goodman, CEO of Knight Therapeutics, added, "As shareholders of INTEGA and now Crescita, we are supportive of this acquisition. We believe that INTEGA's established commercial brands and unique distribution capabilities combined with Crescita's technology, experienced management and strong balance sheet, will facilitate accelerated organic growth and support future consolidation opportunities."
The aggregate purchase price paid by the Company for 100% of INTEGA's equity consists of $8.0 million (subject to customary adjustments), plus up to an additional $2.0 million in milestones if certain financial targets are achieved by INTEGA in 2016 and 2017. The first $5.9 million of the purchase price was paid today through the issuance of 2,402,314 Crescita common shares at a price of $2.44 per share (representing approximately 17.3% of Crescita's outstanding common shares post-issuance). The balance of the purchase price (other than $1.0 million that is conditional on a 2017 earn-out and, if earned, will be paid in the second quarter of 2018) will be paid within 30 days following Crescita's next annual shareholders meeting, which is expected to be held in the second quarter of 2017. Subject to obtaining the approval of Crescita's shareholders at its next annual meeting, all or a portion of the balance of the purchase price will also be paid through the issuance of Crescita common shares. Crescita also issued 457,986 common share purchase warrants in exchange for INTEGA's outstanding warrants, each of which permits the holder thereof to acquire one Crescita common share at a price of $2.44 per share. Crescita has provided a limited recourse guarantee of INTEGA's obligations under its $7.0 million term loan from Knight Therapeutics Inc. The Company repaid a bridge loan at closing of $3.0 million.
Gregory Orleski, the former Chief Executive Officer of INTEGA, has been appointed Chief Executive Officer of Crescita effective September 1, 2016 and will become a member of the Crescita board of directors. Mr. Orleski replaces Dan Chicoine as Chief Executive Officer. Mr. Chicoine will remain as Crescita's Executive Chairman and member of the Company's board of directors. "We are very pleased to welcome Greg to Crescita," said Mr. Chicoine. "He has exemplary credentials and significant pharmaceutical experience and his vision for Crescita aligns with our plans to make it the premier skin care company in North America."
Mario Laflamme has been appointed Crescita's new Chief Financial Officer effective September 6, 2016 replacing Stephen Lemieux who has resigned to pursue other opportunities. Mr. Laflamme is a seasoned CFO with experience in both public and private companies.
Board of Director Changes
In addition to Mr. Orleski, Mr. Thomas Schlader will also be joining the Crescita board of directors.
Management to Host Conference Call/Webcast
Management will host a conference call to discuss the transaction today (Thursday, September 1, 2016) at 11:00 a.m. ET. To participate in the conference call, please dial 1 (888) 231-8191 or (647) 427-7450, reference number 74897643. Please call in 15 minutes prior to the call to secure a line. You will be put on hold until the conference call begins.
A taped replay of the conference call will be available two hours after the live conference call and will be accessible until September 8, 2016 by calling 1 (855) 859-2056 or (416) 849-0833, reference number 74897643.
A live audio webcast of the conference call will be available through www.crescitatherapeutics.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to hear the webcast.
About Gregory M.C. Orleski
Mr. Orleski brings over 25 years of international experience in the pharmaceutical industry that he gained in senior strategic/business development roles. He worked on numerous company or asset acquisitions and managed, in different capacities, the development and commercialization of a wide range of healthcare products around the world. Most recently, prior to joining INTEGA, Mr. Orleski was the Business Development Advisor to the CEO at Pharmascience Inc., prior to which he held senior roles with Abbott, Valeant and Merck. Mr. Orleski is a graduate of McGill University and has served as a member of the Executive Committee of La Fondation de l'Hôpital Maisonneuve-Rosemont, the Advisory Committee of l'Hôpital Maisonneuve-Rosemont, and the Oversight Committee of the Montreal Neurological Institute.
About Thomas Schlader
Mr. Schlader brings 35 years of experience in the pharmaceutical and healthcare industry, gained in senior strategic roles including marketing, sales and business development. He has worked on numerous company/asset acquisition integrations and managed, in different capacities, the development, launch and commercialization of a wide range of healthcare products in multiple therapeutic areas. Mr. Schlader's most recent position was President of Valeant Canada, which under his leadership, grew to become one of the largest pharmaceutical companies in Canada focused on dermatology and skin care. During his tenure at Valeant and in addition to his leadership of the Canadian affiliate, Mr. Schlader took responsibility for a year of Valeant's U.S. supply chain and neurology business. Prior to Valeant, Mr. Schlader held senior marketing, sales and business development positions with Merck Frosst, the Quebec Government, Rhone Poulenc Rorer and IAF Biovac. Mr. Schlader is a graduate of Laval University with a degree in Science. Mr. Schlader also served for 10 years on the Advisory Board to the MBA program at John Molson School of Business.
About Crescita Therapeutics Inc.
Crescita (TSX:CTX) is a publicly traded, Canadian drug development company that owns topical products for treating medical conditions in dermatology and pain. Crescita owns multiple proprietary drug delivery platforms that support the development of patented formulations that can facilitate the delivery of active drugs into or through the skin. Crescita's board of directors and management team have demonstrated success in building Crescita's predecessor company, Nuvo Research Inc., including developing multiple drugs that are now approved and commercialized and negotiating multiple licensing transactions. For additional information, please visit www.crescitatherapeutics.com.
Certain statements in this press release constitute forward-looking information and/or forward-looking statements (collectively, forward-looking statements) within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to Crescita's future governance plans and the expected benefits of the transaction to Crescita's shareholders. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "believe", "should" or "plans", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to, general business and economic uncertainties and adverse market conditions; uncertainties related to Crescita's ability to realize the anticipated benefits of the acquisition; the expected future attributes and success of Crescita and INTEGA; the successful execution of Crescita's and INTEGA's priorities and strategies; the reliability of Nuvo Research's historical financial information as an indicator of Crescita's historical or future results; as well as other risk factors included in Nuvo Research's Management Information Circular dated December 31, 2015 (the Reorganization Circular) and the most recent Crescita Annual Information Form dated March 23, 2016 under the heading "Risks Factors", and as described from time to time in the reports and disclosure documents filed by Crescita with Canadian securities regulatory agencies and commissions. These and other factors should be considered carefully and readers should not place undue reliance on Crescita's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and none of Crescita, INTEGA or any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and, except as required by applicable law, Crescita undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Crescita Therapeutics Inc.
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