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News and Announcements

Sun Biomedical Limited to Acquire Dimerix Bioscience

  • Published May 18, 2015 4:42PM UTC
  • Publisher Wholesale Investor
  • Categories Company Updates

ASX Company Announcement, 13th May 2015

Highlights

  • Dimerix is a platform drug discovery and clinical stage biotechnology company;
  • Dimerix is currently recruiting in to Phase 2 clinical study;
  • Dimerix’s lead therapeutic product, DMX200, is targeted at patients with Chronic Kidney Disease (CKD);
  • CKD is a large problem with over 26 million people affected in US alone. CKD market in US exceeds $11B in sales per annum and continues to grow;
  • Dimerix initial strategy is to pursue an orphan indication, Nephrotic Syndrome, and subsequently partner the development of programs in larger disease indications;
  • Dimerix is engaged in research collaborations with top pharmaceutical companies using its proprietary GPCR (G protein coupled receptors) drug discovery platform;
  • Management team and advisory board are in place and ready to take the lead project forward. Near term value inflection point – data from Phase 2 study Part A in patients with proteinuria; and
  • Capital raising of $1.6M via the placement to sophisticated clients of Forrest Capital to accompany the acquisition resulting in available working capital of approximately $3.5M.

13 May 2015 – The Board of Sun Biomedical Ltd, an Australian biotechnology company, is pleased to announce that the Company has signed an implementation agreement to acquire 100% of Dimerix Bioscience Ltd (Dimerix), a public unlisted clinical stage drug discovery and development company, based in Melbourne. Dimerix’s lead clinical program is a Phase 2 study in patients with Chronic Kidney Disease, using its novel combination therapy, DMX200. The acquisition will transform Sun Biomedical into an advanced clinical stage company with an asset that has the potential to make a considerable impact in the treatment of Chronic Kidney Disease. Upon successful results from the Phase 2 study, Dimerix intends to pursue the pathway of registration of a product for an orphan indication, such as Nephrotic Syndrome.

Dimerix’s team has applied its patented GPCR drug discovery technology for its own internal research identifying and developing therapeutic treatments. Dimerix leverages its knowledge of drug target interaction and develops new combination therapies using already marketed compounds for new medical indications. This positions Dimerix’s therapies with a fast route to market due to extensive safety data for the selected compounds removing the requirement for Phase I studies and allowing to proceed directly to Phase Il efficacy studies.

Overview of the Transaction Subject to executing acquisition agreements with all Dimerix shareholders and Sun Biomedical shareholders approving the transaction, Sun Biomedical will:

  • Acquire 100% of the issued shares of Dimerix Bioscience Limited (Dimerix) (Acquisition); and
  • In connection with the Acquisition, undertake a placement of up to 160,000,000 fully paid ordinary shares in the Company (Shares) to sophisticated and professional investor clients of Forrest Capital each at an issue price of $0.01 to raise up to $1.6 million (before costs) (Capital Raising). 60 million shares of the placement will be issued following execution of acquisition agreements by all Dimerix shareholders using the Company’s share issue capacity under ASX Listing Rule 7.1 and 7.1 A, with the balance of 100 million shares subject to shareholder approval at a meeting of shareholders in June 2015;
  • Issue 60 million Advisor Options to Forrest Capital (or its nominees) exercisable at A$0.010 per option on or before 30 June 2017
  • The Company will enter into an acquisition agreement with each of the Dimerix shareholders (Vendors) (to acquire 100% ownership of Dimerix for total consideration of:
    • 750,000,041 Shares;
    • 30,851,592 management options exercisable at A$0.020on or before 30 June 2017;
    • 75,000,040 Class A Performance Shares convertible into 75,000,040 Shares upon receipt by the Company or Dimerix of a notice of allowance from the United States Patent and Trademark Office in relation to the US patent application number 13/979,127 (or any divisional or continuation thereof) within 24 months of completion of the transaction;
    • 75,000,040 Class B Performance Shares convertible into 75,000,040 Shares upon the Company’s board of directors making an investment decision to proceed to file an application to the US Food and Drug Administration for a pre-Investigational New Drug (“pre-IND”) meeting to progress development of DMX200 following the receipt of data generated under the current clinical trial for chronic kidney disease supporting further progression of the technology within 48 months of completion of the transaction; and
    • 75,000,040 Class C Performance Shares convertible into 75,000,040 Shares upon receipt of ethics approval allowing commencement of a second clinical trial derived from the Dimerix platform and in relation to an indication that is not covered under the existing Austin Human Research Ethics Committee approval within 48 months of completion of the transaction),
  • Completion of the transaction will be subject to certain conditions which must be satisfied or waived within 2 months of the date of the implementation agreement, including: o Sun Biomedical obtaining all necessary shareholder approvals; o all of the Dimerix shareholders entering into acquisition agreements with Sun Biomedical in respect of their shares in Dimerix; o Sun Biomedical receiving firm commitments and cleared funds for the full amount of the Capital Raising; and o no material breach of the warranties given in the implementation agreement having occurred.
  • Voluntary escrow provisions will apply in the case of Vendor Shares to be issued to directors and promoters of Dimerix and their related parties as well as some seed shareholders of Dimerix. These details and other particulars of the transaction will be outlined in a notice of meeting which will be mailed to all Company shareholders as soon as available.

To view the full announcement and other recent ASX updates, please download the documents below.

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