TIDMPYC
RNS Number : 4844H
Physiomics PLC
18 August 2016
Physiomics plc
("Physiomics") or ("the Company")
Signing of Share Purchase Agreement with BioMoti
Physiomics plc (AIM: PYC). Following the announcement on 31(st)
March 2016 of its intention to acquire BioMoti Limited ("BioMoti"),
the Company is pleased to announce that it has signed a Share
Purchase Agreement with BioMoti. The acquisition remains
conditional on the Company completing a successful placing to raise
a minimum of GBP1m to develop the new joint company's drug
discovery and development pipeline ("the Placing").
The Consideration for the acquisition will comprise:
- 50% of the entire issued share capital of the Company
immediately prior to Completion (but for clarity prior to the issue
of any ordinary shares in connection with the Placing); and
- GBP50k in cash (subject to certain completion accounting
adjustments to reflect the actual levels of cash and liabilities in
the Company at completion).
In addition to the requirement for completion of the Placing,
notable terms of the acquisition include the following:
- The consideration will never equal or exceed the lower of the
market capitalisation of the Company on signing and GBP1m (and it
is anticipated that the total consideration value will be much
lower);
- The consideration will not be more than 29.99% of the enlarged
share capital of the Company after the Placing; and
- Completion will occur on or before 31 October 2016
Company Strategy
The Company continues to see opportunities with existing and new
clients in its base modelling and simulation business. Since March
2015, the Company has announced:
- The first contract for a clinical version of its Virtual
Tumour model ("Virtual Tumour Clinical") with global pharmaceutical
company, Merck Serono
- A (4(th) ) large pharma customer for its Virtual Tumour (pre-clinical) model
- A new speciality pharma customer for PK/ PD modelling of a new
drug combination in the pain space and a subsequent extension of
this contract
- The 5(th) , 6(th) and 7(th) extensions to a Virtual Tumour
project with a major global pharmaceutical company with which has
now been a client for over 4 years
In addition to the base business, the Directors of the Company
believe that the acquisition of an oncology therapeutics company,
and in particular BioMoti, would also help to build value over the
medium to long term.
The BioMoti Technology
BioMoti's platform technology, Oncojan(TM), creates
nanoparticles which package cancer drugs into sustained release
delivery vehicles which are then coated with tumour targeting
protein called CD95R (http://www.biomoti.com/technology/).
BioMoti's lead asset, MOTI1001, contains the drug paclitaxel which
has been approved for many years and is widely used to treat
various types of cancer, therefore mitigating the risk of
development.
In pre-clinical mouse models of ovarian cancer MOTI1001 has
shown significantly greater ability to shrink tumours than
paclitaxel alone and also appears to be significantly more
tolerable.
The Directors believe the acquisition, if it closes, could
create value in the Company going forward in a number of ways:
(i) Virtual Tumour could be utilised to increase the value of
internal drug candidates via optimised regimens.
(ii) Targeting CD95L might provide a way to personalise cancer
treatment to appropriate patients. Additionally, Physiomics could
employ its modelling techniques to predict the patients who would
benefit most from the Company's drug candidates.
(iii) The Oncojan(TM) platform could be used in conjunction with
Virtual Tumour to develop further targeted therapies for different
cancer indications and drug combinations.
About BioMoti Limited
The selling shareholders of BioMoti Limited are Professor Joanne
Martin, Dr. Davidson Ateh, Dr. Keith Powell, Queen Mary and
Westfield College, WCS Nominees Limited, Mr Gilbert Chalk and Mr
Ian McFarlane-Toms. Customary lock in restrictions will apply to
certain sellers and it is proposed that a member of the board of
BioMoti would potentially join the board of Physiomics as a
non-executive director on closing of the acquisition (subject to
board and NOMAD approval).
For the period ended 30 November 2015, BioMoti Limited had a
turnover of GBP2,062 made a loss for the financial year of GBP9,700
and its gross assets were valued at GBP2,331.
Dr Jim Millen, CEO of Physiomics, commented:
"We are delighted to have the opportunity to acquire BioMoti and
believe there is significant potential value in developing an
oncology pipeline alongside existing and new opportunities in our
base modelling and simulation business."
Enquiries:
Physiomics plc
Dr Jim Millen, CEO
+44 (0)1865 784 980
WH Ireland Limited (nomad/joint broker)
Katy Mitchell
+44 (0) 161 832 2174
Hybridan LLP (joint broker)
Claire Louise Noyce
+44 (0) 203 764 2341
About Physiomics plc
Physiomics (AIM:PYC) is a computational systems biology services
company applying simulations of cell behaviour to drug development
to reduce the high attrition rates of clinical trials. 80-90 per
cent of all clinical drug candidates fail to reach the market and
estimates show that an overall ten per cent improvement in success
rates could reduce the cost of one drug's development by as much as
$242 million, from the current estimate of around $800 million(1)
.
Physiomics develops computational systems biology models to
predict and understand cancer drug efficacy from pre-clinical
research to clinical development. Physiomics has created detailed
mathematical models incorporating the most important molecular
events taking place during the human cell cycle and apoptosis
processes. The company's technology enables the simulation of
populations of "virtual cells". The company has also developed a
"Virtual Tumour" model to simulate the effect of anti-cancer drugs
on tumour growth. The models are used to optimise compound design
and to design drug schedules and combination therapies.
Physiomics, based in Oxford, UK, was founded in 2001, and
floated on AIM in 2004. For further information, please visit
www.physiomics-plc.com
(1) Tufts Centre Impact Report 2002
This information is provided by RNS
The company news service from the London Stock Exchange
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