Prometic announces closing of Telesta Therapeutics Inc. acquisition

October 31, 2016 Frederic Dumais
  • Provides approximately $34 million in cash to be deployed towards drug development and clinical programs;                 
  • Provides up to $50 million in potential tax attributes; 
  • Provides the opportunity for further integration of manufacturing capability and capacity expansion in a 150,000 sq. ft. facility in Belleville, Ontario; and
  • Provides significant foothold in Ontario and consolidates presence as a major plasma-derived therapeutics player in Canada.

LAVAL, QUEBEC, CANADA – October 31, 2016 – ProMetic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“ProMetic” or the “Corporation”) announced today that it has closed the acquisition of all the issued and outstanding common shares of Telesta Therapeutics, Inc, (“Telesta”) by way of a plan of arrangement under the Canada Business Corporations Act (the “Acquisition“) for a consideration of $0.14 per Telesta common share payable in ProMetic common shares.

The number of common shares to be issued by ProMetic is based on the volume-weighted average closing price (“VWAP”) of ProMetic’s common shares for the five (5) trading days prior to the closing date of the Acquisition. At the end of trading on the Toronto Stock Exchange on Friday, October 28, 2016, the 5 day VWAP of ProMetic’s common shares was $2.98. Accordingly, each Telesta common share was acquired for 0.04698 ProMetic common share.

Pierre Laurin, President and CEO of ProMetic stated: “We welcome Telesta’s shareholders decision to participate to ProMetic’s growth as they will benefit from our ability to further leverage Telesta’s assets. ProMetic represents a balanced, low-risk, high reward opportunity as we are getting ready to launch our first plasma-derived therapeutic, plasminogen, in mid-2017 followed by the sequential launches of several other plasma-derived products from our proprietary manufacturing platform.  Furthermore, our small molecule fibrosis program is set to contribute further significant upside now that PBI-4050’s efficacy in humans has been demonstrated”, added Mr. Laurin.

“Closing this transaction is both strategically and tactically significant for ProMetic for many reasons”, commented Bruce Pritchard, Chief Operating Officer.  He added, “It brings cash which extends our operating runway; a small group of key personnel who are highly complementary to our existing staff; tax losses to be used going forward; and lastly, a facility located in Belleville, Ontario with a recently refurbished part that could add quickly to our existing manufacturing output and in the longer term, the potential to provide additional plasma processing capacity. It also widens our trans-Canadian footprint, positioning us as a major supplier of plasma proteins to the Canadian market”.

Concurrently with the Acquisition, the Corporation has closed a private placement entered into with Structured Alpha LP (“SALP“), an investment vehicle of Peter J. Thomson. This concurrent private placement was completed in connection with the exercise by SALP of its pre-emptive right. The private placement is for the subscription of 1,401,632 common shares of the Corporation at a price of $2.98 per common share. The proceeds from this private placement have been used to offset and reduce the total amount owed by ProMetic to SALP under its second amended and restated loan agreement by $4,176,863.36.

About ProMetic      

ProMetic Life Sciences Inc. (www.prometic.com) is a long established biopharmaceutical company with globally recognized expertise in bioseparations, plasma-derived therapeutics and small-molecule drug development. ProMetic offers its state of the art technologies for large-scale purification of biologics, drug development, proteomics and the elimination of pathogens to a growing base of industry leaders and uses its own affinity technology that provides for highly efficient extraction and purification of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. ProMetic is also active in developing its own novel small-molecule therapeutic products targeting unmet medical needs in the field of fibrosis, anemia, neutropenia, cancer and autoimmune diseases/inflammation as well as certain nephropathies. Headquartered in Laval (Canada), ProMetic has R&D facilities in the UK, the U.S. and Canada, manufacturing facilities in the UK and commercial activities in the U.S., Europe, Russia, Asia and Australia.

Forward Looking Statements

This press release contains forward-looking statements about ProMetic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, ProMetic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of ProMetic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in ProMetic’s Annual Information Form for the year ended December 31, 2015, under the heading “Risk and Uncertainties related to ProMetic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.  All amounts are in Canadian dollars unless indicated otherwise.

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