Hoofddorp, the Netherlands, 8 August 2020. IGEA Pharma N.V. (SIX: IGPH) today announced the signing of a letter of intent, binding upon the parties in terms, with Blue Sky Natural Resources LTD (“BSNR”), a privately held company specialized in transforming vegetable matrices into innovative and high tech value products for the health, nutraceutical and cosmeceutical industry, to combine the two companies’ businesses, subject to the approval by both companies’ respective general meetings and certain other closing conditions as detailed below. The transaction is structured through a contribution in-kind by the BSNR shareholders of at least 75% of the BSNR shares into IGEA by subscribing newly issued shares in a dedicated share capital increase of IGEA. The combination will create an EU headquartered and SIX-listed company with an innovative early-stage commercial and a strong development pipeline focusing on health prevention and nutraceutical solutions including hemp, ikuvia and other vegetable matrices extracts from CO2 supercritical technology.
Following the Closing, the combined company’s headquarter will be in the Netherlands, with development, production and commercialization entities in Italy, Switzerland and in the United States. Key elements of the combined company’s strategy include: continue to gain and establish acceptance and market position for health prevention and nutraceutical products and services, leverage commercial capabilities and partnerships and capitalize on the financial leverage and operational synergies to improve return on capital and achieve future profitability.
“We are implementing a ‘Blue Economy 4.0’ center of excellence in the southern part of Switzerland, also getting the support of the local economic promotion agencies. This combination will allow us to leverage IGEA’s existing public company infrastructure, involving more stakeholders in the project and helping to increase value creation” said Maurizio Scuotto, CEO and member of the board of BNSR.
Vincenzo Moccia, CEO of IGEA “The combination of IGEA and BSNR will substantially contribute to strengthen our management team and financial position and adds complementary assets to our product portfolio and to our product development and commercialization capacity”.
“With the combination, we will integrate and enhance the scientific know-how and experience existing within the two companies and increase our capacity to develop and commercialize new solutions that can contribute to improve human health. This goal can be achievable in maintaining relevant R&D investments and in keeping up to date our technology standards” said Paolo Polidoro, member of the board of BSNR.
Subject to receipt of shareholder approvals and satisfaction of the other closing conditions, the transaction is expected to close by end of 2020.
Details of the transaction
Form and post-closing ownership allocation
Under the agreed terms of the letter of intent, the BSNR shareholders will contribute in-kind their BSNR shares into IGEA by subscribing newly issued shares in a dedicated share capital increase of IGEA. The number of newly issued IGEA shares to be offered and subscribed for by the BSNR
shareholders against contribution in-kind of their BSNR shares at the closing of the transaction (the “Closing”) will be determined based on an independent valuation of BSNR.
General meeting approval
As soon as reasonably practicable following and subject to availability of all required information, including financial statements and independent BSNR’s valuation, the parties will seek for approval by their respective general meetings. IGEA expects to schedule an extraordinary general meeting in November 2020.
Conditions to Closing
The Closing is subject to (i) the satisfaction of certain customary conditions for a transaction of this type, including the absence of any material adverse event for either parties, (ii) the appropriate approval by the companies’ respective general meetings, and (iii) the newly issued shares of IGEA
in connection with the transaction having been approved for listing on SIX.
IGEA Pharma N.V. focuses on health-tech and med-tech products and devices. Health-tech products are exclusively preventative. IGEA commercializes an Alzheimer’s prevention set (which includes ’Alz1’, an at-home lab test kit to measure non-bound copper in the blood and a natural dietary supplement branded ‘Alz1 Tab’ designed to reduce blood heavy metals content), and intends to launch a diabetes type II prevention set in 2020. Non-ceruloplasmin bound copper is an expected Alzheimer’s and diabetes type II associated biomarker. Controlling non-bound copper can contribute to reduce the risk of Alzheimer’s and diabetes type II. Since 2020, IGEA furthermore commercializes a COVID-19 rapid test for the detection of IgM and IgG SARC-CoV-2 related antibodies. Med-tech products focuses on selected solutions and specialities. IGEA commercializes dry aerosol generators for air and inanimate environmental surfaces sanitization and air sterilization and purification devices and expects to start commercializing medical bags and other polymeric based specialty devices for medical use during 2020.
IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl
Blue Sky Natural Resources LTD is a privately held limited liability company incorporated under UK law specialized in transforming vegetable matrices into innovative and high-tech value products aimed at serving the health, nutraceutical and cosmeceutical industry.
Maurizio Scuotto, CEO, +41 91 966 49 30, email@example.com
This document does neither constitute an offer to buy or to subscribe for securities of IGEA Pharma N.V. nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA Pharma N.V. solely based on the official prospectus (the “Prospectus”) to be published by IGEA Pharma N.V. in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development, or performance of the company and those explicitly or implicitly presumed
in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.’s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its contents.
This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the “EEA”). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the
expression an “offer to the public” in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.