Acasti & Neptune Enter Into Transactional Arrangement & Sign Operational Agreements
07 Enero 2016 - 6:11PM
Acasti Pharma Inc. (“
Acasti” or the
“
Corporation”) (NASDAQ:ACST) (TSX-V:APO), an
emerging biopharmaceutical company focused on the research,
development and commercialization of new krill oil-based forms of
omega-3 phospholipid therapies for the treatment of
hypertriglyceridemia, announces that it has entered into a
transactional arrangement and signed operational agreements with
its parent company, Neptune Technologies and Bioressources Inc.
(“Neptune”). All amounts in Canadian dollars.
“We are pleased to have been able to assist
Neptune with their growth initiatives, while entering into
favourable operational arrangements, including a licensing
agreement in which Neptune will now market and sell Onemia®,”
highlighted Pierre Lemieux, PhD, Acasti’s Chief Operating
Officer. Onemia® is a unique, proprietary krill oil-based
omega-3 phospholipid, which is defined as a medical food.
“Given Neptune's leadership in innovation, sales
and marketing in the omega-3 space, it is the ideal partner to
maximize the potential of Onemia®. As a result of this
licensing agreement, Acasti is able to be singularly focused on the
development pathway for its prescription drug candidate, CaPre®,
while further leveraging its medical food asset.”
On January 7, 2016 Neptune announced its
acquisition of Biodroga Inc., a leading dietary solution
provider. As part of the borrowing arrangements for this
transaction, Acasti has agreed to support Neptune by granting to
the Bank a limited recourse pledge in the amount of $2.0 million
(the “Committed Funds”), in accordance with a security agreement
with respect to deposits entered into between the Bank and Acasti
at closing of the acquisition of Biodroga (the “Pledge Agreement”).
The Bank will not have any personal recourse against Acasti,
nor the assets of Acasti, other than the Committed Funds assigned
in the Pledge Agreement. As such, the $2.0 million assigned
in the Pledge Agreement should be considered as restricted cash and
not available to Acasti until released by the Bank or reduced by
Neptune.
Neptune has agreed to pay Acasti pursuant to a
fee agreement (the “Fee Agreement”) an annual fee on the Committed
Funds outstanding at an annual rate of (i) 9% during the first six
months, and (ii) 11% for the remaining term of the Pledge
Agreement.
In connection with the completion of the
transaction, Neptune and Acasti have also entered into operational
agreements pertaining to: (i) the marketing by Neptune of Onemia®,
a medical food of Acasti, pursuant to which Acasti will receive a
royalty payment of 17.5% on net sales made by Neptune, (ii) the
reduction of the operational charges payable by Acasti to Neptune,
and (iii) the fixing of the selling cost of the Raw Krill Oil (RKO)
material provided by Neptune to Acasti for CaPre® Phase 3 clinical
trials.
As previously disclosed, Acasti decided to find
strategic alternatives for Onemia® and focus its energy and
resources on the development of CaPre®. Consequently, the
Corporation entered into a non-exclusive licensing agreement with
Neptune in which Neptune will engage on a best commercial efforts
basis to market Onemia®. Given Neptune's sales and
marketing leadership in the krill oil market, Acasti believes that
Neptune is best placed to market Onemia®.
The entering into of these agreements with
Neptune collectively constitute a “related party transaction”
within the meaning of Regulation 61-101 respecting Protection of
Minority Security Holders in Special Transactions (“Regulation
61-101”).
In connection with the Related Party
Transaction, Neptune and Acasti are each relying on the formal
valuation and minority approval exemptions of respectively
subsection 5.5(a) and 5.7(1)(a) of Regulation 61-101 as neither the
fair market value of the subject matter of, nor the fair market
value of the consideration for, the Related Party Transaction
exceeds 25% of their respective market capitalization. The Board of
Directors of Acasti has unanimously approved the Related Party
Transaction. Mr. Jim Hamilton, who is a director of Acasti
and Neptune, abstained from voting.
A material change report in respect of the
Related Party Transaction will be filed by Acasti but could not be
filed earlier than 21 days prior to its completion due to the fact
that the transaction was still subject to the finalization and
closing of the transaction involving the acquisition of Biodroga by
Neptune.
About Acasti Pharma Inc.
Acasti is an emerging biopharmaceutical company
focused on the research and development of a prescription drug
candidate, CaPre®, for the treatment of hypertriglyceridemia, a
condition characterized by abnormally high levels of triglycerides
in the bloodstream. CaPre® is a krill oil-derived mixture of
polyunsaturated fatty acids (PUFAs), primarily composed of omega-3
fatty acids, principally eicosapentaenoic acid (EPA) and
docosahexaenoic acid (DHA) present as a combination of phospholipid
esters and free fatty acids. Because krill feed on phytoplankton,
it is a major source of phospholipids and omega-3 fatty acids well
known to be beneficial for human health.
Forward Looking Statements
Statements in this press release that are not
statements of historical or current fact constitute
“forward-looking statements” within the meaning of the U.S.
securities laws and Canadian securities laws. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other unknown factors that could cause the actual results of Acasti
to be materially different from historical results or from any
future results expressed or implied by such forward-looking
statements. In addition to statements which explicitly describe
such risks and uncertainties, readers are urged to consider
statements labeled with the terms "believes," "belief," "expects,"
"intends," "anticipates," "will," or "plans" to be uncertain and
forward-looking. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release.
The forward-looking statements contained in this
news release are expressly qualified in their entirety by this
cautionary statement and the “Cautionary Note Regarding
Forward-Looking Information” section contained in Acasti’s latest
Annual Information Form, which also forms part of Acasti’s latest
annual report on Form 20-F, and which is available on SEDAR at
www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the
investor section of Acasti’s website at acastipharma.com (the
“AIF”). All forward-looking statements in this press release are
made as of the date of this press release. Acasti does not
undertake to update any such forward-looking statements whether as
a result of new information, future events or otherwise, except as
required by law. The forward-looking statements contained herein
are also subject generally to other risks and uncertainties that
are described from time to time in Acasti’s public securities
filings with the Securities and Exchange Commission and the
Canadian securities commissions. Additional information about these
assumptions and risks and uncertainties is contained in the AIF
under “Risk Factors”.
Neither NASDAQ, the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Acasti Contact:
John Ripplinger
Investor Relations
+1.450.687.2262
j.ripplinger@acastipharma.com
acastipharma.com
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