Kiadis Pharma completes acquisition of CytoSen Therapeutics, Inc.
06 Junho 2019 - 02:30AM
Amsterdam, The
Netherlands, June 6, 2019 - Kiadis Pharma N.V. ("Kiadis" or the
"Company") (Euronext Amsterdam and Brussels: KDS), a clinical
stage biopharmaceutical company, today announces that it has closed
the previously announced acquisition of CytoSen Therapeutics, Inc.
("CytoSen").
The transaction creates a leader
in cell-based cancer immunotherapy with proprietary and synergistic
NK-cell and T-cell therapy platforms that have the potential to
revolutionize HSCT and create a pipeline with novel cancer
treatments. Kiadis now has a complementary development pipeline
focused on improving outcomes for patients undergoing hematopoietic
stem cell transplants (HSCT) with a T-cell therapy (ATIR101; in EU
registration and a global Phase 3 clinical trial) and a NK-cell
therapy (CSTD002; expected to enter the clinic in the US in
2020).
Arthur Lahr, CEO
of Kiadis commented: "Our vision is to
leverage the strengths of the human immune system to help patients
with life-threatening diseases and through this acquisition we can
now create novel cell therapies that combine the innate and
adaptive arms of the immune system. This transaction is
transformative for Kiadis as we now have two synergistic
proprietary cell-based immunotherapy platforms and the ability to
create a pipeline of innovative treatments for cancer
patients."
Total upfront consideration paid
to the holders of CytoSen shares and options on closing consists of
1,513,052 newly issued Kiadis shares and 159,778 options to acquire
Kiadis shares. Upon acceptance by aforementioned parties of the
shares issued to them, the newly issued Kiadis shares shall be
admitted to trading on Euronext Amsterdam and Euronext Brussels on
the basis of the listing prospectus within the meaning of Directive
2003/71/EC, as amended and Directive 2010/73/EU consisting of the
registration document approved by the Netherlands Authority for the
Financial Markets (Autoriteit Financiële Markten,
"AFM") dated May 31, 2019 and the summary and securities note
approved by the AFM dated May 31, 2019 that have been made
generally available. Of the 1,513,052 newly issued Kiadis shares,
874,129 shares (57.8%) are subject to lock-up restrictions during a
two-year period, and the other 638,923 shares (42.2%) are subject
to lock-up restrictions during a 180-day period.
Further to the abovementioned
1,513,052 newly issued Kiadis shares, the holders of CytoSen shares
have a conditional entitlement to receive 267,012 newly issued
Kiadis shares - the Holdback Shares as defined in the listing
prospectus. The Holdback Shares serve as a source for the
satisfaction of indemnification and other claims that Kiadis may
have on the CytoSen shareholders pursuant to the acquisition
agreement. Subject to reduction in respect of these indemnification
and other claims, the Holdback Shares will be issued 18 months from
the completion date. Also, as per the acquisition agreement, the
holders of CytoSen shares and options are eligible to potential
future consideration of up to 5,819,460 additional Shares upon the
achievement of six clinical development and regulatory
milestones.
About ATIR101 and
CSTD002
Administered as adjunctive immunotherapeutics on top of HSCT,
ATIR101 and CSTD002 provide a lymphocyte infusions with functional,
mature and potent immune cells from a haploidentical family member.
The T-cells in ATIR101 and NK-cells in CSTD002 will help fight
infections and remaining tumor cells, until the immune system has
fully re-grown from stem cells in the transplanted graft. In
addition, CSTD002 has shown promise in the treatment of
relapse/refractory AML.
In ATIR101, T-cells that would
cause GVHD are depleted from the donor lymphocytes, using our
photodepletion technology. At the same time, ATIR101 contains
potential cancer-killing T-cells from the donor that could
eliminate residual cancer cells and help prevent relapse of the
disease.
In CSTD002, nanoparticle
processing technology enables improved ex vivo
expansion and activation of NK-cells supporting multiple high-dose
infusions with potent anti-cancer cytotoxicity.
About
Kiadis
Founded in 1997, Kiadis Pharma, is a fully integrated
biopharmaceutical company committed to developing innovative
therapies for patients with late-stage blood cancers. With
headquarters in Amsterdam, the Netherlands, and offices and
activities in the US and across Europe Kiadis Pharma is reimagining
medicine by leveraging the natural strengths of humanity and our
collective immune system to source the best cells for life.
Kiadis Pharma is listed on the
regulated market of Euronext Amsterdam and Euronext Brussels since
July 2, 2015, under the symbol KDS. Learn more at kiadis.com.
Kiadis Contacts:
Kiadis Pharma:
Maryann Cimino, Manager, Corporate Affairs
Tel: +1 (617) 710-7305
m.cimino@kiadis.com
|
Optimum Strategic
Communications:
Mary Clark, Supriya Mathur, Hollie Vile
Tel: +44 203 950 9144
David Brilleslijper (Amsterdam)
Tel: +31 610 942 514
kiadis@optimumcomms.com |
Forward Looking
Statements
Certain statements, beliefs and opinions in this
press release are forward-looking, which reflect Kiadis Pharma's
or, as appropriate, Kiadis Pharma's directors' current expectations
and projections about future events. By their nature,
forward-looking statements involve a number of risks, uncertainties
and assumptions that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could
adversely affect the outcome and financial effects of the plans and
events described herein. A multitude of factors including, but not
limited to, changes in demand, regulation, competition and
technology, can cause actual events, performance or results to
differ significantly from any anticipated development.
Forward-looking statements contained in this press release
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. As a result, Kiadis Pharma expressly disclaims any
obligation or undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or any change in events, conditions,
assumptions or circumstances on which these forward-looking
statements are based. Neither Kiadis Pharma nor its advisers or
representatives nor any of its subsidiary undertakings or any such
person's officers or employees guarantees that the assumptions
underlying such forward-looking statements are free from errors nor
does either accept any responsibility for the future accuracy of
the forward-looking statements contained in this press release or
the actual occurrence of the forecasted developments. You should
not place undue reliance on forward-looking statements, which speak
only as of the date of this press release.
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Kiadis Pharma N. V. via Globenewswire