Biota and Nabi Announce Proposed Merger
April 23 2012 - 5:15AM
Marketwired
Biota Holdings Limited (ASX: BTA) and Nabi Biopharmaceuticals
(NASDAQ: NABI) today announced the signing of a Merger
Implementation Agreement to form a combined company Biota
Pharmaceuticals, listed on NASDAQ and headquartered in the USA.
The Biota move to the US is designed to achieve better value
recognition through a stronger US shareholder base.
Following the merger, Biota Pharmaceuticals will have three
royalty generating products, Relenza, Inavir and potentially
PhosLyra; a US$231 million contract with BARDA for the advanced
development of laninamivir; a portfolio of clinical and
pre-clinical programs comprising vapendavir (HRV), and programs for
respiratory syncytial virus (RSV), hepatitis C (HCV-NN), broad
spectrum antibiotic targeting gyrase (GYR); an interest in NicVAX
and over US$100 million in cash.
The merger will require approval from both Biota and Nabi
shareholders and Independent Reports confirming that the merger
will be in the best interest of the shareholders and is subject to
a number of other conditions set out in the Merger Implementation
Agreement (a copy of which is attached to this announcement).
Key elements of the Agreement are:
- Nabi will acquire all of the shares in BTA for new shares in
the name of Biota Pharmaceuticals, a NASDAQ listed company. BTA
will be de-listed from the ASX;
- Nabi's assets at merger will include US$54 million in cash, a
right to receive royalties from a marketed product (PhosLyra) and
an interest in NicVAX;
- After the completion of the merger, current Biota shareholders
will own approximately 74% of Biota Pharmaceuticals and Nabi
shareholders will own approximately 26% of Biota
Pharmaceuticals;
- Nabi plans to return to its existing shareholders cash in
excess of the US$54 million required to be held by Nabi at closing,
after satisfying certain obligations;
- Nabi intends to distribute contingent value rights providing
payout rights from future sale, transfer, license or similar
transactions involving NicVAX; and
- The Board will consist of six ex Biota Directors including the
Chairman and two ex-Nabi Directors. Biota's current CEO and CFO
will continue in their roles.
Biota Chairman, Jim Fox, commented, "A NASDAQ listing provides
Biota with access to the largest healthcare capital market in the
world and will enable us to transform our business model to one
which can deliver significantly higher value than the royalty-only
model we have historically pursued. We believe this is a necessary
step to increase our options for the development and
commercialisation of our product portfolio and will ultimately
improve the recognition of the underlying value of our product
portfolio for our shareholders."
Both Boards consider the merger proposal as being in the best
interests of their respective shareholders in the absence of a
superior proposal.
The move underpins the established and successful scientific
operations in Melbourne (Australia) and Oxford (United Kingdom)
with secure funding and the benefits of a broader shareholder
base.
Other points of note:
- The Companies would expect the transaction to close by 30
September after satisfaction of customary closing conditions and
regulatory approvals;
- The Australian aspects of the transaction will be completed
through a Scheme of Arrangement; and
- It is intended that after an effective transition, the Board
will adopt a greater US focus and that the CEO and CFO positions
will relocate to the US.
Biota Holdings and Nabi shareholders are not required to take
any action now. Further information will be provided to all
shareholders in documentation to be provided within the course of
the next few weeks.
Merger Announcement Conference Call and Webcast
Information
Biota and Nabi will host a live webcast at 8:30 am EDT on
Monday, April 23, 2012 to discuss the merger. The webcast can be
accessed at:
http://phoenix.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=100445&eventID=4762826.
(Due to the length of this URL, it may be necessary to copy and
paste this hyperlink into your browser. Remove the space if one
exists.) or via the Nabi Biopharmaceuticals website at
http://www.nabi.com.
If you do not have Internet access, the U.S./Canada call-in
number is 866-770-7120 and the international call-in number is
617-213-8065. The passcode is 12700822. An audio replay will be
available for U.S./Canada callers at 888-286-8010 and for
international callers at 617-801-6888. The replay passcode is
94859261. An audio replay of this call will be available through
April 30, 2012.
About Biota
Biota is a leading anti-infective drug development company based
in Melbourne Australia, with key expertise in respiratory diseases,
particularly influenza. Biota developed the first-in-class
neuraminidase inhibitor, zanamivir, subsequently marketed by
GlaxoSmithKline as Relenza. Biota research breakthroughs include a
series of candidate drugs aimed at treatment of respiratory
syncytial virus (RSV) disease and Hepatitis C (HCV) virus
infections. Biota has clinical trials underway with its lead
compound for human rhinovirus (HRV) infection in patients with
compromised respiration or immune systems.
In addition, Biota and Daiichi Sankyo co-own a range of second
generation influenza antivirals, of which the lead product lnavir®,
is marketed in Japan. Biota holds a contract from the US Office of
Biomedical Advanced Research and Development Authority (BARDA) for
the advanced development of laninamivir in the USA.
Relenza™ is a registered trademark of the GlaxoSmithKline group
of companies. Inavir® is registered to Daiichi Sankyo.
Further information at www.biota.com.au
About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge
in powering the immune system to develop products that target
serious medical conditions in the areas of nicotine addiction and
gram-positive bacterial infections. Nabi Biopharmaceuticals sole
remaining product currently in development is NicVAX® (Nicotine
Conjugate Vaccine), an innovative and proprietary investigational
vaccine for treatment of nicotine addiction and prevention of
smoking relapse. The company is headquartered in Rockville,
Maryland. Further information at www.nabi.com
Additional information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except in accordance with the Securities Act of 1933,
as amended.
In connection with the proposed transaction, Nabi will file a
proxy statement with the US Securities and Exchange Commission
("SEC"). Nabi will mail the proxy statement to its stockholders.
BEFORE MAKING ANY VOTING DECISION, NABI SECURITY HOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Biota contact details: Investor / Analyst Enquiries Biota
Holdings Limited Peter Cook T: +61 3 9915 3720 Damian Lismore
T: +61 3 9915 3721 Media Enquiries Nerida Mossop Hinton
& Associates T: +61 3 9600 1979 M: +61 437 361 433 US
Enquiries Hershel Berry Blueprint Life Science Group M: +1 415
505 3749
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