Telix Pharmaceuticals completes acquisition of Atlab Pharma
Staff Writer |
Telix Pharmaceuticals Limited announced the completion of the acquisition of Atlab Pharma SAS.
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The option to acquire Atlab for the consideration of $10m in cash or shares (or combination thereof, at the Company’s discretion) was disclosed in Telix’s IPO prospectus. As part of the acquisition, Telix has also renegotiated Atlab’s material background intellectual property licenses, notably with BZL Biologics LLC (“BZLâ€).
BZL is the holder of a portfolio of patents originating from Professor Neil Bander’s laboratory at Weill Cornell Medical Centre (WCMC, NY). A summary of the final consideration paid appears later in this disclosure. $9m in Telix shares to Atlab shareholders, at $0.89 per share (based on the 10-day VWAP prior to signing).
41% of the allocated shares are classified as management shares and are escrowed for two years. The remaining 59% of allocated shares are classified as investor shares. 25% of investor shares are escrowed for three months with the remaining 75% escrowed for 12 months from the date of the transaction. $m is a reduced consideration for Atlab and reflects diverted consideration to BZL for reduced royalties as well as Telix’s assumption of responsibility for a repayable R&D loan facility of €258,000 owed to a French public investment bank (with partial repayment obligations out to 2021).
$500,000 in Telix shares to BZL, also at $0.89 per share. These shares are paid to BZL as partial consideration for a significant reduction in royalty rates for the background IP, as a closing condition of the transaction. The shares are escrowed for two years.
$500,000 in warrants over Telix shares to BZL, with an exercise price of $1.34 per share (calculated as 150% of the 10-day VWAP prior to signing). The warrants vest in two tranches on the first and second anniversary of the issue date and will expire if not exercised within four years of grant.
As part of the transaction, Telix has also entered into a limited back-license with BZL for certain IP rights to support ongoing commercial research activities that are outside of the scope of product development focus for Telix. The total number of new shares issued is 14.84 million shares, representing a dilution of 7%. The shares are issued to 21 new shareholders. No allotted holder is a substantial holder under the Corporations Act. ■