Isotechnika Provides Merger Update and Announces Financings
EDMONTON, Alberta, April 17, 2013 (GLOBE NEWSWIRE) -- Isotechnika Pharma Inc.
(TSX:ISA) ("Isotechnika" or the "Company") and privately-held Aurinia
Pharmaceuticals Inc. ("Aurinia") issued an update today with respect to the
proposed merger of the two companies designed to create a premier clinical
stage pharmaceutical company focused on the global nephrology market.
On February 5, 2012, Isotechnika announced the signing of a Binding Merger
Termsheet whereby Isotechnika will acquire 100% of the outstanding securities
of Aurinia. The merger between the two companies is expected to be effected by
an exchange of Isotechnika shares for securities of Aurinia, resulting in a
65:35 post-merger ownership split between Isotechnika and Aurinia,
respectively. In addition, Isotechnika and Aurinia have now executed a
Definitive Tripartite Agreement with ILJIN Life Science Co. Ltd. ("ILJIN")
pursuant to which, upon the successful completion of the proposed merger, the
combined company will re-acquire full rights to voclosporin for autoimmune
indications including lupus, and transplantation in the United States, Europe
and other regions of the world, outside of Canada, Israel, South Africa,
China, Taiwan and Hong Kong. Upon the proposed merger's completion, ILJIN will
own 25% of the issued and outstanding shares of the merged company.
The merger transaction is subject to certain closing conditions including,
among others, approval by the Toronto Stock Exchange (the "TSX") and the
approval of Isotechnika's shareholders. Isotechnika currently expects to hold
its annual and special meeting of shareholders to consider, among other
things, its proposed merger with Aurinia, sometime before the end of the 2013
In order to help fund its operations in the immediate-term, Isotechnika has
completed a private placement with Dr. Richard Glickman, who is a major
Aurinia shareholder, and ILJIN consisting of the issuance of zero-coupon
convertible notes in the aggregate principal amount of $400,000.
In addition, Isotechnika has entered into an agreement with Canaccord Genuity
Corp. (the "Agent"), to sell, on a commercially reasonable efforts basis, up
to 44,445,000 units of the Company (the "Units") at a price of $0.045 per Unit
for total gross proceeds $2,000,025 (the "Offering"). Each Unit shall consist
of one common share of the Company and one common share purchase warrant (each
warrant, a "Warrant"). Each Warrant shall be exercisable into one common share
of the Company for a period of 36 months from the date of closing at an
exercise price of $0.05. The Warrants in this Offering may not be exercised
until approval of the Isotechnika's shareholders has been obtained as required
by the TSX. If such shareholder approval is not obtained before July 15, 2013,
the Warrants in this Offering will automatically expire and be null and void.
Isotechnika has entered into another agreement with the Agent to sell, on a
commercially reasonable efforts basis, up to 88,889,000 subscription receipts
of the Company (the "Subscription Receipts") at a price of $0.045 per
Subscription Receipt for total gross proceeds of up to $4,000,005 (the
"Subscription Receipt Offering"). Each Subscription Receipt represents the
right to receive, without payment of additional consideration, one unit of the
Company (the "Subscription Receipt Unit") which will be issuable upon approval
by Isotechnika's shareholders (excluding any subscribers of the above
Offering). Each Subscription Receipt Unit shall consist of one common share of
the Company and one half of one common share purchase warrant (a whole
warrant, a "Warrant").Each Warrant shall be exercisable into one common share
of the Company for a period of 36 monthsfrom the date of closing at an
exercise price of $0.05. The Company has granted the Agent an option to offer
up to an additional 22,223,000 Subscription Receipts for additional gross
proceeds of up to $1,000,035, exercisable in whole or in part at any time up
to 48 hours prior to the closing date of the Subscription Receipt Offering.
The Offering and the Subscription Receipt Offering are expected to close on or
aboutMay 16, 2013.The securities issued upon the closing of the private
placements will be subject to a 4-month hold period. Proceeds from the private
placements will be utilized for working capital. The private placements are
subject to the acceptance of the TSX.
Subscription proceeds from the Subscription Receipt Offering will be held in
escrow pending receipt of shareholder approval. If shareholder approval is not
obtained for the Subscription Receipt Offering by July 15, 2013, the escrow
agent will return to holders of the Subscription Receipts the gross proceeds
and a pro rata share of the any interest other income earned thereon during
the escrow period.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the common shares, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
jurisdiction. The common shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S.Securities
Act"), or any state securities laws and may not be offered or sold within the
United States or to, or for the account or benefit of, "U.S. persons," as such
term is defined in Regulation S under the U.S. Securities Act, unless an
exemption from such registration is available.
About Isotechnika Pharma Inc.
Isotechnika Pharma Inc. is a biopharmaceutical company focused on the
discovery and development of immunomodulating therapeutics designed to offer
key safety advantages over currently available treatments. Its lead drug,
voclosporin, is a novel calcineurin inhibitor, and is targeted at the
estimated US$3.0 billion market for this class of immunosuppressants.
Isotechnika Pharma Inc. trades on the Toronto Stock Exchange under the symbol
"ISA". More information on Isotechnika Pharma can be found at
www.isotechnika.com or www.sedar.com.
Aurinia is a spin-out from Vifor Pharma ("Vifor"), a company of the
Switzerland-based Galenica Group ("Galenica"). In January 2012, Isotechnika
announced that it had granted Vifor an exclusive license for the Company's
lead drug, voclosporin, for the treatment of lupus and proteinuric nephrology
indications.Aurinia's current leadership team is comprised primarily of
former senior managers, Directors and Officers of Aspreva Pharmaceuticals
("Aspreva"), which Galenica acquired for C$915 million in 2008.While at
Aspreva, this management team executed one of the largest and most important
lupus nephritis studies ever conducted, called the Aspreva Lupus Management
Study ("ALMS"), which resulted in the emergence of mycophenolate mofetil as a
new standard treatmentfor patients suffering from this devastating and
potentially fatal disease.Aurinia now holds certain rights to this large ALMS
database and holds the license for voclosporin in lupus nephritis.Aurinia's
lupus rights and database will be combined in the newly merged company with
the transplantation and autoimmune rights, and the database held by
This press release contains forward-looking statements. The forward-looking
statements may include, without limitation, statements regarding the Company's
proposed merger with Aurinia Pharmaceuticals Inc., the ability of the Company
to obtain future financing and the Company's ability to conduct clinical
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward looking statements. Such risks and uncertainties
include, among others, the ability to negotiate the definitive merger
agreement, receipt of shareholder and regulatory approval, the Company's
belief as to the potential of its products and in particular voclosporin, its
ability to protect its intellectual property rights, securing and maintaining
corporate alliances and partnerships, the need to raise additional capital and
the effect of capital market conditions and other factors on capital
availability, the potential of its products, the success and timely completion
of clinical studies and trials, and the Company's and its partners' ability to
successfully obtain regulatory approvals and commercialize voclosporin on a
timely basis. These factors should be considered carefully and readers are
cautioned not to place undue reliance on such forward-looking statements. For
additional information on risks and uncertainties relating to these
forward-looking statements, investors should consult the Company's ongoing
quarterly filings, annual reports and the Annual Information Form and other
filings found on SEDAR at www.sedar.com.
We seek Safe Harbour.
CONTACT: For further information:
Dr. Robert Foster
President & CEO
Isotechnika Pharma Inc.
Mr. Michael Martin
Aurinia Pharmaceutical Inc.
Kilmer Lucas Inc.
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