Bradmer Pharmaceuticals Inc. Announces Proposed Reverse Take-Over Transaction With XORTX Pharma Corp.
TORONTO, ONTARIO–(Marketwired – Nov. 18, 2014) –
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Bradmer Pharmaceuticals Inc. (“Bradmer”) (TSX VENTURE:BMR.H) announced today that it has entered into a letter of intent (“Letter of Intent”) dated November 18, 2014 with XORTX Pharma Corp. (“XORTX”), a corporation subsisting under the Canada Business Corporations Act (the “CBCA”), to complete a going-public transaction for XORTX (the “Proposed Transaction”). Pursuant to the Letter of Intent, Bradmer has agreed in principle to acquire all of the issued and outstanding common shares of XORTX (“XORTX Shares”) based on a valuation of $0.515 per XORTX Share, via the issuance of up to 186,000,000 common shares of Bradmer (“Bradmer Shares”), on a pre-consolidated basis, giving the Bradmer Shares a deemed value of approximately $0.06104 per Bradmer Share, on a pre-consolidated basis.
XORTX is a privately held life science company based in Calgary. The Development stage company focuses on proprietary repositioning existing drugs with known biological mechanism and safety for use as novel therapy in kidney disease and diabetes.
The Proposed Transaction is subject to, among other things, the execution of a definitive agreement between Bradmer and XORTX, and, when completed, will constitute a “reverse takeover” under the applicable policies of the TSX Venture Exchange (the “Exchange”). The Proposed Transaction will be an arm’s length transaction. The Parties have agreed to negotiate in good faith on the terms and conditions of the definitive agreement and related documentation on or before December 15, 2014, or such other mutually acceptable date. Both Bradmer and XORTX intend to hold their respective shareholder meetings on or before March 15, 2015 to approve the Proposed Transaction.
In conjunction with, prior to and as a condition to the closing of the Proposed Transaction, XORTX intends to complete a brokered private placement of common shares and/or subscription receipts for aggregate gross proceeds of $7,500,000 (the “Private Placement”). Mackie Research Capital Corporation has agreed to act as lead agent for the Private Placement.
Trading in Bradmer Shares will remain halted pending the satisfaction of all applicable requirements of the Exchange. There can be no assurance that trading in the Bradmer Shares will resume prior to the completion of the Proposed Transaction.
Further details concerning the Proposed Transaction and XORTX (including financial information) will be set out in a further comprehensive news release, if and when a definitive agreement is reached between the parties, in accordance with the policies of the Exchange.
XORTX is a Calgary-based, bio-pharmaceutical company, incorporated in August 2012. The company is focused on developing xanthine oxidase inhibitor therapies for rare “orphan” disease indications such as polycystic kidney disease and the treatment of health consequences caused by chronic high serum uric acid (hyperuricemia), including kidney disease, cardiovascular disease and diabetes. XORTX holds and controls patents and patent applications that include U.S. and worldwide claims and rights for the development of certain uric acid lowering agents to treat diabetic nephropathy, hypertension, insulin resistance, metabolic syndrome and diabetes. XORTX patents and submitted applications have been validated by successful, investigator led, phase II clinical trials in peer reviewed publications. These clinical trials show that therapies to manage hyperuricemia in diseases such as high blood pressure, metabolic syndrome, diabetes and chronic kidney injury may well provide clinically meaningful benefits to patients with those conditions when approved for marketing by the FDA.
The Letter of Intent and Conditions to the Completion of the Proposed Transaction
The Letter of Intent is non-binding with respect to commercial terms, but includes certain binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality.
The Letter of Intent sets forth that the Proposed Transaction will be subject to a number of terms and conditions, including: (i) the entering into by the parties of a definitive agreement with respect to the Proposed Transaction; (ii) the completion of the Private Placement by XORTX; (iii) the completion of satisfactory due diligence investigations; (iv) the approval of the board of directors of each of Bradmer and XORTX; (v) the approval of the shareholders of each of Bradmer and XORTX; (vi) the approval of applicable regulatory authorities (including the Exchange); and (vii) other conditions precedent and customary for a transaction such as the Proposed Transaction. The Letter of Intent also includes a binding reciprocal break fee in the amount of $250,000.
It is currently anticipated that the Proposed Transaction will proceed by way of a “three-cornered” amalgamation under the CBCA, pursuant to which (among other things): (i) XORTX will amalgamate with a wholly-owned subsidiary of Bradmer; and (ii) the security holders of XORTX (including investors under the Private Placement described below) will become security holders of Bradmer. Immediately prior to the Proposed Transaction, Bradmer will complete an 8.4339 to 1 consolidation of the Bradmer Shares. For convenience, Bradmer, as it will exist after the completion of the Proposed Transaction, is referred to herein as the “Resulting Issuer”.
Pursuant to the Proposed Transaction, it is anticipated that holders of XORTX Shares (including subscribers under the Private Placement) will receive one post-consolidation Bradmer Share in exchange for each one XORTX Share. All outstanding convertible securities of XORTX will be exchanged, subject to regulatory approval, for convertible securities of the Resulting Issuer having economically equivalent terms and conditions.
As of the date hereof, there are 19,659,726 Bradmer Shares issued and outstanding on a pre-consolidation basis, or 2,331,036 Bradmer Shares on a post-consolidation basis. Assuming that the Private Placement is completed, and given that there are 21,367,787 XORTX Shares issued and outstanding as of the date hereof and certain convertible securities, relating to loans from shareholders which will automatically convert into an aggregate of approximately 800,000 XORTX Shares as a result of the Proposed Transaction, it is anticipated that a total of approximately 22,167,787 post-consolidation Bradmer Shares will be issued pursuant to the Proposed Transaction. A further 14,568,946 post-consolidation Bradmer Shares will be issued to investors in exchange for XORTX Shares acquired under the $7,500,000 Private Placement (based on the proposed valuation of $0.515 per XORTX Share). Based on the foregoing, Bradmer will have a total of approximately 39,067,769 post-consolidation Bradmer Shares issued and outstanding at the completion of the Proposed Transaction. Of these shares, approximately 6.0% will be held by existing shareholders of Bradmer, 56.7% will be held by existing shareholders of XORTX and 37.3% will be held by subscribers under the Private Placement.
Upon completion of the Proposed Transaction, it is anticipated that the name of the Resulting Issuer will be changed to “XORTX Pharma Ltd.” (or such other name as determined by XORTX) and the Resulting Issuer will carry on the business of XORTX. The parties anticipate that the Resulting Issuer will continue to be listed on the Exchange as a Life Sciences Issuer following the completion of the Proposed Transaction.
Board of Directors and Senior Management
It is anticipated that the board of directors of the Resulting Issuer will consist of Robert Rieder, Dr. Alan Moore, Dr. Allen Davidoff and Dr. Alan Ezrin. It is anticipated that the current executive officers of XORTX, including Dr. Allen Davidoff (the President and Chief Executive Officer of XORTX), together with Mr. Paul Van Damme (the current Chief Financial Officer of Bradmer) will become the executive officers of the Resulting Issuer.
Dr. Allen Davidoff – Director, President and Chief Executive Officer
Dr. Davidoff has over 12 years of experience in leadership positions of various public and private research and pharmaceutical companies. His overall experience includes over 10 years of drug development experience with broad clinical and regulatory leadership experience. Senior management experience in pharmaceutical R&D includes two investigational new drug (“IND”) applications or supplemental IND’s, two Phase I studies (four multi-country), seven Phase II studies, and one NDA. Dr. Davidoff has previously served as Director of Neurogenesis (predecessor of Stem Cell Therapeutics Corp.), and is currently a Director of Patient Stem Cell Resource Inc.
Dr. Alan M. Ezrin – Director
Dr. Ezrin has over 32 years of biopharmaceutical experience and is currently Chairman and Founder of NXPharmagen Inc a privately held molecular diagnostic company in Louisville Ky. Dr. Ezrin is also currently the President and Chief Executive Officer of Bradmer. Prior to joining Bradmer, Dr. Ezrin was the Chief Scientific Officer and Director of Cardiome Pharma Corp. from January 2001 to September 2006. He was with Sterling-Winthrop Research Group from 1982 to 1993, leading multiple research and drug development programs. In 1993, Dr. Ezrin joined Glycomed Inc. as Assistant Vice-President of Experimental Therapeutics focusing on carbohydrate-based therapeutics. Following the successful merger of Glycomed Inc. into Ligand Pharmaceuticals Inc., he joined RedCell Inc. as Vice President of Pre-Clinical Development in 1995. In 1997, he led the restructuring of RedCell Inc. through the creation of ConjuChem Inc. in Montreal and he served as President Generale of Red Cell Europe. Dr. Ezrin is also a founder of Pioma Inc. a private research and development company. Dr. Ezrin has published numerous peer reviewed scientific articles and holds numerous patents for inventions in the pharmaceutical industry leading to several marketed products in the industry. He currently sits as an Advisor to the Preston Robert Tisch Brain Tumor Center at Duke University and serves as a NIH committee member to the Common Fund Grant on exRNA.
Robert Rieder – Director
Mr. Rieder has over 16 years of experience in management and on the boards of various public and private pharmaceutical companies. Mr. Rieder is the Chief Executive Officer of ESSA Pharma Inc. and Chairman of the Board for Cardiome. From 1998 to 2009, Mr. Rieder was the CEO of Cardiome, a NASDAQ-traded public pharmaceutical company. Under his leadership, Cardiome negotiated partnerships with two leading pharmaceutical companies, Merck Frost & Co and Astella’s Pharma Inc. and raised over $250 million from public capital markets. Mr. Rieder led Cardiome from the pre-clinical research stage to NDA submission. He has been a Director for nine public and private technology companies. In 2009, he was recognized as “Executive of the Year” by Life Sciences BC and in 2007 was named Ernst and Young “Entrepreneur of the Year” for the Medical Products area in the Pacific Region.
Dr. Alan Moore – Director
Dr. Moore has 23 years of senior management experience in pharmaceutical R&D with Procter and Gamble. Dr. Moore served as Chief Clinical and Regulatory Officer with Cardiome, then as President and CEO of Stem Cell Therapeutics Corp. and subsequently CEO of Beta Stem Therapeutics and ChiRegen Therapeutics. During his career, he has completed 11 INDs or supplemental IND’s, 15 Phase I studies, 12 Phase II studies, seven Phase III studies and two new drug applications.
Certain Finder’s Fee
In connection with the Proposed Transaction, Wildlaw Capital Markets Inc. (“WCM”) will be entitled to receive, on closing of the Proposed Transaction: (i) $200,000 payable in cash; (ii) warrants exercisable to acquire an aggregate of 500,000 common shares of the Resulting Issuer, at an exercise price equal to the offering price under the Private Placement, for a period 24 months following the closing of the Proposed Transaction; and (iii) 100,000 common shares of the Resulting Issuer, pursuant to the terms and conditions of an agreement with Bradmer (as amended based on negotiations with XORTX in connection with the entering into of the letter of intent). The fee is payable for the services provided by WCM, including assisting Bradmer in researching and identifying proposed target businesses and entities, identifying, approaching and conducting discussions and negotiations with prospective sellers of a Target and assisting and advising the Company with respect to negotiating the form, structure, terms and price of a Transaction.
Termination of Letter of Intent with Alpha Cancer Technologies Inc.
Bradmer’s letter of intent with Alpha Cancer Technologies Inc. (“Alpha”), dated February 19, 2014 (as amended and extended), expired on November 14, 2014 in accordance with its terms. Bradmer did not advance any funds to Alpha in connection with the proposed transaction with Alpha and the parties have no on-going obligations to each other.
All information contained in this news release relating to XORTX was provided by XORTX to Bradmer for inclusion herein. Bradmer has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, acceptance by the Exchange and shareholder approval. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Bradmer to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Bradmer should be considered to be highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Any securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States or to a U.S. Person in the absence of such registration or an exemption from the registration requirements of the 1933 Act.
This news release contains certain “forward looking statements” including, for example, statements relating to the completion of the Proposed Transaction (including its proposed terms and conditions) and Private Placement. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. The forward-looking events and circumstances discussed in this release, including the completion of the Proposed Transaction (including its proposed terms and conditions) and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting XORTX, Bradmer or the Resulting Issuer, including risks regarding the life sciences, biotechnology and pharmaceuticals industries, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the state of equity markets generally and risks associated with growth, the protection of intellectual property and competition. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Bradmer and XORTX disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Bradmer Pharmaceuticals Inc.
Paul Van Damme
Chief Financial Officer
XORTX Pharma Corp.
President & Chief Executive Officer