Neptune Announces Royalty Prepayment Agreement With Acasti Pharma Inc.
LAVAL, Quebec, Dec. 4, 2012 (GLOBE NEWSWIRE) -- Neptune Technologies &
Bioressources Inc. ("Neptune") (Nasdaq:NEPT) (TSX:NTB) announces today it has
entered into a prepayment agreement (the "Prepayment Agreement") with Acasti
Pharma Inc. ("Acasti"), a majority-owned subsidiary of Neptune, pursuant to
which Acasti has exercised the option embedded in its exclusive technology
license agreement dated August 7, 2008 entered into between Acasti and Neptune
(the "License Agreement") to pay in advance all of the future royalties
payable under the License Agreement (the "Prepayment").
The Prepayment will have the effect of increasing Neptune's equity
participation in Acasti (from approximately 57% to approximately 61% if shares
were issued on this date), given that Neptune, subject to required approvals,
will be issued 6,750,000 Class "A" shares in the share capital of Acasti (the
"Shares"), issuable at a price of $2.30 per Share, upon the exercise of a
warrant delivered to Neptune at the signature of the Prepayment Agreement.
This reflects a Prepayment value, confirmed by an independent valuation expert
using the pre-established Prepayment formula set forth in the License
Agreement, that amounts to approximately $15.5 million.
The Prepayment and the issuance of the Shares to Neptune are subject to the
approval of the TSX Venture Exchange and of the disinterested shareholders of
Acasti (excluding Neptune and non-arm's length parties to Neptune) at the next
annual meeting of shareholders of Acasti. If approved by disinterested
shareholders, Acasti will no longer be required to pay any royalties to
Neptune under the License Agreement during its term for the use of Neptune's
intellectual property under license.
About the Prepayment Agreement
Under the terms of the Prepayment Agreement, Acasti will issue to Neptune a
warrant entitling Neptune to acquire 6,750,000 Shares at a price of $2.30 per
Share (the "Warrant").
The aggregate fair market value of the Shares issuable upon the exercise of
the Warrant is approximately $15.5 million and represents the payment in
advance of all of the royalties which are payable under the License Agreement.
The fair market value of each Share to be issued pursuant to the Prepayment
Agreement upon the exercise of the Warrant and the number of Shares to be
issued have been calculated in accordance with the pre-established formula set
forth in the License Agreement.
Effective immediately upon the exercise in full of the Warrant in accordance
with the Prepayment Agreement, Acasti will no longer be required to pay any
royalties to Neptune under the License Agreement during its term for the use
of the intellectual property under license.
The issuance of the Shares upon the exercise of the Warrant is subject to the
receipt of applicable regulatory approvals, including the approval of the TSX
Venture Exchange pursuant to Policy 5.3, and is subject to the approval of the
disinterested shareholders of Acasti (excluding Neptune and non-arm's length
parties to Neptune) at the next annual meeting of shareholders of Acasti.
In the event that the approvals required are not obtained by the next annual
meeting of shareholders of Acasti, the Prepayment Agreement and the Warrant
will automatically terminate, and Acasti will be required to pay any and all
royalties owing to Neptune as if the Prepayment Agreement had not been entered
About the License Agreement
The License Agreement provides Acasti with the right to use certain
intellectual property rights of Neptune in order to develop novel active
pharmaceutical ingredients, or APIs, into commercial products for specific
medical food and prescription drug markets (the "Licensed Intellectual
Property"). Pursuant to the License Agreement, Acasti has been granted a
license to use Neptune's intellectual property rights solely for the
development, distribution and sale of products for use in the human
cardiovascular field. Acasti is responsible for carrying out the research and
development of the APIs, as well as required regulatory submissions and
approvals and intellectual property filings.
Acasti is currently obligated under the License Agreement to pay to Neptune,
until the expiration of Neptune's patents on the Licensed Intellectual
Property, a royalty equal to the sum of (a) in relation to sales of products
in the licensed field, if any, the greater of: (i) 7.5% of net sales, and (ii)
15% of Acasti's gross margin; and (b) 20% of revenues from sub licenses
granted by Acasti to third parties, if any. The license will expire on the
date of expiration of the last-to-expire of the licensed patent claims and/or
continuation in part and/or divisional of the licensed patent claims. After
the last-to expire of the licensed patents on Licensed Intellectual Property,
the License Agreement will automatically renew for an additional period of 15
years, during which period royalties would equal half of those calculated
according to the above formula. In addition, the license provides for minimum
royalty payments notwithstanding the above of: year 1 ‐ nil; year 2 ‐ $50,000;
year 3 ‐ $200,000; year 4 ‐ $225,000 (initially $300,000, but reduced to
$225,000 following Acasti's abandonment of its rights to develop products for
the OTC market pursuant to the License Agreement); year 5 ‐ $700,000; and year
6 and thereafter - $750,000. Minimum royalties are based on contract years
based on the effective date of the license, August 7, 2008.
Under the License Agreement, Acasti has the option to pay future royalties in
advance, in cash or through the issuance of Shares, in whole or in part, based
on the economic model contained in the license agreement.
About Neptune Technologies & Bioressources Inc.
Neptune is a biotechnology company engaged primarily in the development and
commercialization of marine-derived omega-3 polyunsaturated fatty acids, or
PUFAs. Neptune has a patented process of extracting oils from Antarctic krill,
which omega-3 PUFAs are then principally sold as bulk oil to Neptune's
distributors who commercialize them under their private label primarily in the
U.S., European and Asian neutraceutical markets. Neptune's lead products,
Neptune Krill Oil (NKO®) and ECOKRILL Oil (EKO™), generally come in capsule
form and serve as a dietary supplement to consumers.
Through its subsidiaries Acasti (TSX-V:APO) and NeuroBio, in which Neptune
respectively holds 57% and 99% of the voting rights, Neptune is also pursuing
opportunities in the medical food and prescription drug markets. Acasti and
NeuroBio respectively focus on the research and development of safe and
therapeutically effective compounds for highly prevalent atherosclerotic
conditions, such as cardiometabolic disorders and cardiovascular diseases, and
for neurodegenerative and inflammation related conditions. Acasti's lead
prescription drug candidate is CaPre®, a purified high omega-3 phospholipid
concentrate derived from Neptune krill oil being developed to address the
prevention and treatment of cardiometabolic disorders, including
hypertriglyceridemia, which is characterized by abnormally high levels of
Forward Looking Statements
Certain statements included in this press release may be considered
forward-looking information within the meaning of Canadian securities laws and
forward-looking statements within the meaning of U.S. federal securities laws,
both of which we refer to as forward-looking statements. Such statements
involve known and unknown risks, uncertainties and other factors that may
cause results, performance or achievements to be materially different from
those implied by such statements, and therefore these statements should not be
read as guarantees of future performance or results. All forward-looking
statements are based on Neptune's current beliefs as well as assumptions made
by and information currently available to Neptune and relate to, among other
things, Neptune's strategy, strategic goals, research and development
activities, research and clinical testing outcome, future operations, future
financial position, future revenues/results, projected costs, prospects and
plans and objectives of management.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. Due to
risks and uncertainties, including the risks and uncertainties identified by
Neptune in its amended and restated annual information form dated September
11, 2012 and in its public securities filings available at www.sedar.com and
www.sec.gov/edgar.shtml, actual events may differ materially from current
expectations. Except as required by law, Neptune disclaims any intention or
obligation to update or revise any forward-looking statements.
CONTACT: Neptune Contact:
Neptune Technologies & Bioressources Inc.
Andre Godin, CFO
Howard Group Contact:
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