NeuroSearch announces changes to the A. Carlsson Research AB share purchase agreement
23-12-11 kl. 23/12 2011 07:05 | NeuroSearch 3,50 (-0,28%)
Announcement
23.12.2011
Late September, NeuroSearch A/S (NEUR) announced a focusing of the company's
resources on the final development of Huntexil®. In continuation of this
decision, NeuroSearch and the sellers of Carlsson Research have renegotiated
and agreed on changing some of the terms of the share purchase agreement
entered into in 2006 including the outstanding success-based milestone
payments. The modified share purchase agreement will optimise the company's
financial flexibility and possibility of further advancing the development
towards marketing of Huntexil®.
NeuroSearch acquired Carlsson Research and thereby also Huntexil®
(pridopidine), ordopidine and seridopidine. The related share purchase
agreement included a number of amounts payable from NeuroSearch to the sellers
of Carlsson Research upon the successful attainment of certain milestones and
of these the following were still outstanding:
Milest Ordopidine – Partnership agreement signed – 50% of initial SEK 50
one 2 payment estimated at SEK 100 million to come from a license million
partner
--------------------------------------------------------------------------------
Milest Ordopidine – First dosing in Phase II study SEK 100
one 6 million
--------------------------------------------------------------------------------
Milest Huntexil® – First registration application or marketing SEK 100
one 7 approval million
--------------------------------------------------------------------------------
The modified terms imply a cancellation of milestone 2 and 6 above, a
modification of milestone 7 and an introduction of two new milestones, 8a and
8b, which relate to Huntexil®. As a consequence, the following milestones are
now outstanding:
Milestone 7 Huntexil® – First registration application SEK 100
million
--------------------------------------------------------------------------------
Milestone Huntexil® – First marketing approval in an EU or SEK 75
8a EFTA country million
--------------------------------------------------------------------------------
Milestone Huntexil® – First marketing approval outside the EU SEK 75
8b or EFTA million
--------------------------------------------------------------------------------
NeuroSearch may choose to pay the above milestones in cash or in NeuroSearch
shares.
Status for ordopidine and seridopidine
NeuroSearch still owns all rights to ordopidine and seridopidine and as a
consequence of the modified terms, NeuroSearch may at the company's sole
discretion decide upon the next development steps for these compounds. Both
compounds belong to the class of dopidines and the related patent family is
important to NeuroSearch. The company now awaits the results of the ongoing
toxicological studies and has so far decided not to initiate Phase II studies
with any of the projects.
Financial expectations for 2011
NeuroSearch maintains its expectations for the operating result as announced in
the company's Q3 report. For the full year 2011, NeuroSearch forecasts an
operating loss of approximately DKK 370 million of which approximately 240
million represent one-off costs with no cash effect. In addition, NeuroSearch
forecasts a loss relating to discontinuing activities of approximately DKK 345
million in 2011.
In 2009, NeuroSearch established a credit facility to acquire own shares to pay
for expected future milestone payments. As part of the optimisation of the
capital structure, NeuroSearch will settle this credit facility. Consequently,
the corresponding value of cash and cash equivalents are expected to be at
least DKK 200 million by the end of 2011.
CEO of NeuroSearch, Patrik Dahlen, comments as follows in connection with the
signing of the agreement:
"We are pleased with the new agreement with the sellers of Carlsson Research
which gives us full freedom to deal with seridopidine and ordopidine in the
best possible way without obligations towards the sellers of Carlsson Research.
NeuroSearch may now focus the company's resources on Huntexil®, which both we
and the sellers of the Carlsson Research strongly believe will make a
difference for patients and society".
Patrik Dahlen
CEO
Contact person:
René Schneider, EVP & CFO, telephone: +45 2911 2097
About NeuroSearch
NeuroSearch A/S (NEUR) is a European-based biopharmaceutical company listed on
NASDAQ OMX Copenhagen A/S and specialising in central nervous system (CNS)
disorders. The vision is to develop NeuroSearch into a profitable specialty
pharmaceutical company. The strategy is primarily to complete the development
and subsequently to market Huntexil®, a unique drug in clinical Phase III for
the treatment of the motor symptoms of Huntington’s disease.
Among discontinuing activities, NeuroSearch also has a portfolio of assets for
outlicensing or divestment. This includes tesofensine which has shown
outstanding efficacy in the treatment of obesity, the Integrative Screening
Process (ISP), which is a proprietary systems biology approach, as well as a
broad range of ion channel technologies and patented compounds identified as
ion channel modulators.
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Fonds.32-11 - Addendum to Carlson SPA - uk.pdf 



