KIADIS PHARMA COMPLETES ACQUISITION OF CYTOSEN THERAPEUTICS, INC.

06.JUNE 2019 AT 07:30:00 CET

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.

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