Relief and Applied Pharma Research (APR) sign binding condition sheet to obtain exemption from acquiring all outstanding shares of APR

EQS Group-News: RELIEF THERAPEUTICS Holdings AG / Keyword (s): Acquisition

04.05.2021 / 07:00

Relief and Applied Pharma Research (APR) sign binding condition sheet to obtain exemption from acquiring all outstanding shares of APR

Acquisition would further diversify Relief’s pipeline with both commercial products and clinical stage programs

Geneva and Balerna, Switzerland, May 4, 2021 – RELIEF THERAPEUTICS Holding AG (SIX: RLF, OTCQB: RLFTF) (“Relief“), a biopharmaceutical company with its main compound RLF-100TM (aviptadil) in advanced clinical development to treat lung injury induced by COVID-19, and APR Applied Pharma Research SA (“APR“), a private Swiss pharmaceutical company with over 25 years of experience in the identification, development and commercialization of known molecules designed with drug delivery systems in niches and rare diseases globally , today announced that the companies have signed a binding conditions sheet (“Terms sheet“) for Relief to acquire all of the outstanding shares of APR.

According to the Term Sheet, APR shareholders will receive from Relief upon closing of a signed transaction, CHF 22 million in cash, plus additional cash related to APR’s working capital position at closing, and 50 million CHF payable in Common relief registered shares. APR shareholders are also eligible to receive additional conditional payments in the form of a combination of cash and relief ordinary registered shares upon reaching pre-agreed conditional milestones. In addition, as part of the transaction, a nominee will stand for election as APR’s representative at Relief’s annual general meeting of shareholders scheduled for June 18, 2021. For a period of 60 days, Relief has the exclusive right to negotiate and close the transaction on the basis of the terms and conditions of the signed Term Sheet. Further details are not being disclosed at this time. The acquisition of APR is expected to be immediately accretive to Relief’s earnings and should provide Relief with a reliable platform for future growth, including an established business infrastructure that will facilitate future therapeutic product launches in key European markets.

APR applies patented advanced pharmaceutical technologies, as well as proprietary delivery systems and new dosage forms, to optimize the therapeutic potential of pharmaceuticals and improve patient outcomes. Its products are marketed in around 50 countries around the world. APR’s portfolio and portfolio include products for the treatment of rare or debilitating diseases. APR markets for example Golike(R) to improve metabolic control in patients with phenylketonuria, a rare genetic metabolic disorder. Direct sales and marketing team is in place in some European countries to support Golike(R), as well as established distribution partnerships for other countries in Europe and beyond. APR also has a strong portfolio of developing programs, including two orphan drug designations. Additionally, Sentinox (TM), an intranasal spray to help block the transmission of the SARS-CoV-2 virus, was recently approved as a Class III medical device in the EU.

Raghuram (Ram) Selvaraju, President of the Relief Council, said, “We are pleased to sign this condition sheet with APR to take the next important strategic step in our plan to expand our pipeline. From the control or prevention of life-threatening lung diseases, including that induced by COVID-19, with RLF-100 (TM), to effectively treat patient compliance for severe genetic metabolic disorders with ACER-001 , we are building a pipeline of products that have the potential to make a real impact on the lives of patients through improved efficacy, safety or convenience for patients. this acquisition will provide Relief with commercial income and, more importantly, will give us access to a commercial organization established in the main European markets which we hope to exploit for other relief programs. Additionally, we will gain a strong clinical portfolio in rare or debilitating diseases with high unmet medical need that is synergistic with our current development pipeline. “

Paolo Galfetti, Managing Director of APR, said, “We are excited about the opportunity to join Relief as they share our enthusiasm for our technology and our product portfolio and are motivated by the goal of helping patients who desperately need better treatment options. This acquisition would give us better access to funding and international support as we continue to build a commercial infrastructure for our commercialized products, as well as work to advance our product portfolio as quickly as possible to reach patients. “

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ABOUT RELIEF THERAPEUTICS HOLDING AG
Relief primarily focuses on drug-based clinical stage programs with a history of clinical trials and use in human patients or strong scientific rationale. The lead drug candidate for Relief RLF-100TM (aviptadil), a synthetic form of vasoactive intestinal peptide (VIP), is in clinical testing in the United States for the treatment of respiratory failure due to COVID-19. As part of its pipeline diversification strategy, in March 2021, Relief entered into a collaboration and license agreement with Acer Therapeutics for the global development and commercialization of ACER-001. ACER-001 is a proprietary, immediate release, masked powder formulation of sodium phenylbutyrate (NaPB) for the treatment of urea cycle disorders and maple syrup urinary disease.

RELIEF THERAPEUTICS Holding AG is listed on the SIX Swiss Exchange under the symbol RLF and listed in the United States on OTCQB under the symbol RLFTF.

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ABOUT APR APPLIED PHARMA RESEARCH SA
APR is an independent pharmaceutical company headquartered in Switzerland with subsidiaries in Italy and Germany focused, for more than 25 years, in the development and commercialization of products intended to improve the quality of life of patients and families suffering from serious diseases requiring great medical need. APR draws on many years of experience in the development of patented drug delivery technologies, which are then applied to develop innovative therapeutic solutions.

APR’s portfolio includes products for the treatment of rare or niche diseases that are marketed in approximately 50 countries around the world, either directly or through licensing and distribution agreements with selected partners. The pipeline includes products at different stages of development concentrated in 3 selected therapeutic areas: inherited recessive metabolic diseases, cancer supportive care and rare skin diseases. For more information, please visit: https://www.apr.ch/

Among APR’s investors are renowned life science specialist HBM BioCapital II.

CORPORATE CONTACTS

RELIEF THERAPEUTICS Holding AG:
Jack weinstein
Financial Director and Treasurer
[email protected]

APR Applied Pharma Research SA:
Paolo galfetti
Chief executive officer
[email protected]
+41 91 6957020

MEDIA CONTACT
Relief:

Anne Hennecke
MC Services AG
[email protected]
+49 (0) 211-529-252-22
CONTACT INVESTOR RELATIONS
Relief:
Anne Hennecke
MC Services AG
[email protected]
+49 (0) 211-529-252-22

Disclaimer: This communication expressly or implicitly contains certain forward-looking statements regarding RELIEF THERAPEUTICS Holding AG and its activities. These statements involve certain risks, uncertainties and other known and unknown factors, including (i) whether the acquisition of APR by Relief will be completed; (ii) whether any of the drugs in the APR or Relief pipeline will be approved for commercialization; (iii) whether the acquisition of APR, if completed, will be accretive to Relief; (iv) the success of the merged companies; and (v) other risks reported in Relief’s public documents, which could cause the actual results, financial position, performance or achievements of RELIEF THERAPEUTICS Holding AG to be materially different from the future results, performance or achievements expressed. or implied by these forward-looking statements. RELIEF THERAPEUTICS Holding AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.


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