Rivex Pharma Division sold by Helix BioPharma Corp to Pharmascience Inc
In the ever changing world of biopharma development a recent announcement has been made that Helix BioPharma Corp will be selling its Rivex Pharma Division to Pharmascience Inc. For full details see below
Helix BioPharma Corp. (frankfurt:HBP), abiopharmaceutical company developing drug candidates for theprevention and treatment of cancer, today announced that it hasentered into a definitive agreement for the sale of its Rivex Pharmadivision to Pharmascience Inc. (“Pharmascience”) for gross cashproceeds of up to 8.5 million (the “Rivex Transaction”). Theproceeds from the sale would provide a significant infusion of cashto Helix, which Helix will use to fund its ongoing research anddevelopment and other operating activities.
The Rivex Transaction has been unanimously approved by Helix’s boardof directors and is subject to the approval of Helix’s shareholdersand certain other customary closing conditions. The board ofdirectors has called an annual and special meeting of shareholders tobe held on January 24, 2013 at which Helix will seek shareholderapproval of the Rivex Transaction. If approved by shareholders, Helixexpects that the Rivex Transaction will close in late January 2013.
Helix’s Chief Executive Officer, Robert Verhagen, said: “Thistransaction will enable Helix to focus our management and financialresources on our cancer therapeutics products, including our ongoingclinical trial with L-DOS47, a drug candidate for treatment ofnon-small cell lung cancer. At the same time, the Rivex division willhave greater growth potential under a new owner who is betterpositioned than we are to invest in the drug distribution businessand unlock its potential.”
“The acquisition of Rivex will enable our brand division, Pendopharm,to increase its diversification and expansion strategy,” added DavidGoodman, Chief Executive Officer of Pharmascience. “We are excited bythe opportunity that Rivex’s business presents to Pendopharm. We arepleased to welcome the Rivex team to our company, which will broadenand strengthen the development of our organization.”
The negotiated sale followed a three-month solicitation process whichresulted in multiple indicative offers. Compared with the otherproposals received, the sale terms negotiated with Pharmasciencerepresent the best alternative, in terms of purchase price, lowexecution risk, absence of a financing condition and greaterassurance of meeting Helix’s proposed transaction timeline.
Further information regarding the Rivex Transaction will be containedin a management proxy circular that Helix will prepare, file and mailto shareholders in early January, 2013. A copy of the definitiveagreement will be filed under Helix’s profile on SEDAR atwww.sedar.com. The definitive agreement provides for the payment ofthe purchase price, subject to certain adjustments, and provides forthe payment by Helix to Pharmascience of a termination fee if theRivex Transaction is not completed for various reasons, including ifHelix shareholders do not approve the Rivex Transaction.
About Helix BioPharma Corp.
Helix BioPharma Corp. is a biopharmaceutical company specializing inthe field of cancer therapy. The company is actively developinginnovative products for the prevention and treatment of cancer basedon its proprietary technologies. Helix’s product developmentinitiatives include its novel L-DOS47 new drug candidate and itsTopical Interferon Alpha-2b. Helix is currently listed on the TSX andFSE under the symbol “HBP”.
About Pharmascience Inc.
Founded in 1983, Pharmascience is a Canadian-owned pharmaceuticalcompany that is based in Montreal and has over 1,300 employees.Pharmascience specializes in the development and marketing of a widerange of innovative and high-quality generic drugs, available byprescription, over the counter and in hospitals. Ranked third amongthe largest Canadian pharmaceutical companies in terms ofprescriptions, Pharmascience sells its products in over 60 countries,with sales in excess of 700 million. Pendopharm is the branddivision of Pharmascience (www.pendopharm.com).
Forward-Looking Statements and Risks and Uncertainties This newsrelease contains certain forward-looking statements and information(collectively, “forward-looking statements”) within the meaning ofapplicable Canadian securities laws, including, but not limited to,those relating to the completion of the Rivex Transaction, includingthe satisfaction of the conditions to closing the Rivex Transaction,and the anticipated timelines for completing the Rivex Transaction.Forward-looking statements, which may be identified by wordsincluding, without limitation, “will”, “may”, “subject”, “expects”,and other similar expressions, are intended to provide informationabout management’s current plans and expectations regarding theconduct of the clinical study.
Although Helix believes that the expectations reflected in suchforward-looking statements are reasonable, such statements involverisks and uncertainties that may cause actual results or events todiffer materially from those anticipated and no assurance can begiven that these expectations will be realized, and undue relianceshould not be placed on such statements. Risk factors that couldcause actual results or events to differ materially from theforward-looking statements include, without limitation, (i) that theRivex Transaction is not completed on the anticipated timelines or atall; (ii) that the conditions precedent set forth in the PurchaseAgreement, including the condition that Helix’s shareholders approvethe Rivex Transaction at the Meeting, are not satisfied by either orboth of Helix or Pharmascience, or waived, within the timelinesrequired by the Purchase Agreement; (iii) changes in market,economic, industry or regulatory conditions; and (iv) those risks anduncertainties affecting the company as more fully described inHelix’s most recent Annual Report, including under the headings”Forward-Looking Statements” and “Risk Factors”, filed with theCanadian Securities Administrators under Helix’s profile on SEDAR atwww.sedar.com (together, the “Helix Risk Factors”). Certain materialfactors or assumptions are applied in making the forward-lookingstatements, including, without limitation, that the Helix RiskFactors will not cause Helix’s actual results or events to differmaterially from the forward-looking statements.
Forward-looking statements and information are based on the beliefs,assumptions and expectations of Helix’s management on the date ofthis news release, and Helix does not assume any obligation to updateany forward-looking statement or information should those beliefs,assumptions or expectations, or other circumstances change, except asrequired by law.
SOURCE: Helix BioPharma Corp.