Leiden, The Netherlands, July 19, 2010. Biotech company Pharming Group NV (“Pharming”) (NYSE Euronext: PHARM) today announces that, following the settlement agreement of May 2010 with the former DNage shareholders, which agreement initiated the spin-off of DNage, the spin-off has now become definitive.
In May 2010, Pharming announced the initiation of the spin-off of its wholly-owned subsidiairy DNage (“DNage”). The specifics of this divestment were confirmed in an agreement with the former shareholders of DNage (from whom DNage was acquired by Pharming) (“the settlement agreement”). Under this settlement agreement, Pharming’s future earn-out payments due to the former DNage shareholders of up to €10 million will be settled through a payment of 5 million Pharming shares and a 49% share in DNage. Pharming therefore initially keeps a majority interest of 51% in the share capital of DNage. All parties now signed the “New DNage shareholders agreement” which implies that the spin-off has become definitive and DNage ceases to be a wholly-owned subsidiairy of Pharming. Certain legal formalities such as the transfer of DNage shares and the 5 million Pharming shares will take place over the coming weeks.
Pharming’s initial 51% in DNage is expected to further decrease as and when DNage secures new specialized investors who will share the risks and rewards by purchasing newly issued equity in DNage. Until such new financing is completed, Pharming will provide DNage with an undisclosed but limited bridge funding. Thereafter, Pharming will discontinue the funding of DNage fully.
The spin-off of DNage is part of Pharming’s strategy to focus on the commercialization of lead product Ruconest for acute HAE attacks, its clinical development for follow-on indications in the field of transplantation and making Pharming financially sustainable on the basis of future revenues from these priority projects.
About Pharming Group NV
Pharming Group NV is developing innovative products for the treatment of genetic disorders, specialty products for surgical indications, and nutritional products. On June 24 2010, the European Medicines Agency adopted a positive opinion for Ruconest™ (Rhucin) for the treatment of angioedema attacks. Market Authorization in the European Economic Area is therefore expected to be granted in September 2010. The product is also under development for follow-on indications, i.e. antibody-mediated rejection (AMR) and delayed graft function (DGF) following kidney transplantation. The technologies of the Company include innovative platforms for the production of protein therapeutics, including technology and processes for the purification and formulation of these products. Additional information is available on the Pharming website, http://www.pharming.com.
About DNage BV
DNage BV owns a unique technology platform in the field of DNA repair which is at the basis of development of many diseases associated with old age. As the average life expectancy is still rapidly increasing worldwide, such diseases represent significant medical, economic and social problems. There is a large need for new therapeutics and diagnostics to treat, prevent and delay the development of ageing diseases. DNage currently has one product, Prodarsan®, which is being tested in clinical studies to treat specific forms of premature ageing (Cockayne Syndrome). Other programs in earlier phases of development include a program for neurological diseases (dementia), bone diseases (osteoporosis) and nutritional products (to delay neurodegeneration). Additional information is available on the DNage website, http://www.dnage.nl.
This press release contains forward looking statements that involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from the results, performance or achievements expressed or implied by these forward looking statements.
Ms. Marjolein van Helmond, Pharming Group NV, T: +31 (0)71 52 47 431 or +31 (0)6 109 299 54
Holborn Gate, 26 Southampton Buildings
London, WC2A 1PB
T +44 (0)20 7269 7125
F +44 (0)20 7242 8695