SOPHIA ANTIPOLIS CEDEX, FRANCE--(Marketwire - March 21, 2012) -
* First step in NicOx's strategy to create an international late-stage
development and commercial Ophthalmology Company based around
therapeutics, diagnostics and devices
* Initial £2 million investment to purchase an 11.8% stake in
Altacor, with option to acquire the entire company
* Altacor has a strong presence in ophthalmology having marketed products
including Clinitas™, a range of five products for dry eye, a UK
sales infrastructure and near-term product opportunities (ALT-005 and
SOLO) with potential to drive future international growth
* NicOx's cash position of EUR93.1 million at year-end 2011 offers
flexibility to acquire or in-license additional ophthalmology assets to
build a balanced portfolio
* Web conferences to be held today at 10:00 CET / 09:00 GMT in French and
11:00 CET / 10:00 GMT in English
NicOx S.A. (PARIS: COX) today announces that it has entered into
an agreement to acquire 11.8% of the shares of Altacor, a
ophthalmology company based in the United Kingdom, and entered into an
option agreement to acquire the remaining shares of Altacor, marking the
step in its strategic plan to become a late-stage development and
Altacor's primary focus has been to build a specialty pharmaceutical
has products, pipeline and relationships in place to advance this
with NicOx. Altacor markets prescription and over-the-counter (OTC)
the treatment of dry eye in the United Kingdom and Ireland and has a
late-stage pipeline including ALT-005, a surgical antiseptic, and SOLO, a
for the insertion of IntraOcular Lenses (IOLs). Under the terms
agreement, NicOx (the "Company") is investing £2 million
EUR2.4 million) in cash to acquire an initial 11.8% stake in Altacor. In
NicOx has been granted an exclusive call option to acquire the remaining
of Altacor for an additional consideration of £9 million
EUR10.8 million(1)) to be paid in NicOx shares, cash or a combination of
shares at NicOx's discretion. This option may be exercised by NicOx up
31, 2012. If agreed milestones are met, the consideration will be
up to £8.5 million.
NicOx's strategic move to become an international ophthalmology company
NicOx has been assessing a number of opportunities to build on its cash
in order to create long-term value for its shareholders. The
market is experiencing significant growth and the Company believes
therapeutic area offers potential to create a mid-sized international
pharmaceutical company. The global ophthalmic market was valued at $16.2
in 2010 and is expected to reach $21.1 billion by 2016, growing at an
rate of 4.5% per annum(2). NicOx has already gained significant
ophthalmology through its collaborations with Bausch + Lomb, Pfizer,
network of leading advisors and key opinion leaders (KOLs).
If NicOx decides to exercise its option to acquire all of the shares of
the acquisition would bring an experienced commercial management team
marketing platform supporting sales in the UK and Ireland as a first step
which to build a presence in other EU countries. Altacor also offers a
pipeline and key partnerships with leading specialist companies.
NicOx's goal is to build a diversified late-stage ophthalmology portfolio
clear route to commercialization. The Company is currently evaluating a
of additional ophthalmic acquisition and in-licensing opportunities,
therapeutics, diagnostics and devices, both in the United States and in
Michele Garufi, Chief Executive Officer of NicOx, commented: "The
this transaction is the first step in executing our strategy to
international ophthalmology company. NicOx is impressed by the
expertise within Altacor, which brings marketed products, international
partners and an innovative late-stage pipeline. If we exercise the
acquisition of Altacor will also provide NicOx with an
infrastructure supporting sales in the UK and Ireland as a base for the
launch of additional products.
"The positive top line results from the phase 2b study conducted with
BOL-303259-X by Bausch + Lomb in patients with open-angle glaucoma
hypertension announced recently have significantly strengthened our
position in the field of ophthalmology. Altacor is the first step
expansion in the ophthalmic market through future acquisitions and
of additional assets as a basis for our growth in Europe and in the
States. We are making progress in our evaluation of other
achieve our goals."
Dr Fran Crawford, CEO of Altacor, said: "Altacor and NicOx have
strong working relationship. The companies are strategically well aligned,
having similar perspectives on the emerging ophthalmology market. We
believe NicOx is an excellent partner for Altacor and the investment
today will enable us to secure the development of the portfolio,
lead candidate ALT-005. NicOx's R&D and partnering expertise will
significant benefit as we progress our late-stage pipeline."
Web conference information
Michele Garufi, CEO of NicOx, will hold web conferences today, March 21,
* In French at 10:00 am CET / 09:00 am GMT (phone number: +33 (0)1
70 99 42 71; conference ID number: 4414623)
* In English at 11:00 am CET / 10:00 am GMT (phone number: +44 (0)20
3140 82 86 or +1 646 254 3362; conference ID number: 4182419)
The web presentation will be available on NicOx's website (www.nicox.com).
replay of the web conference will be available from March 22 in the morning
until March 28 midnight on NicOx's website.
Altacor is a private specialist ophthalmology company founded in 2007 and
in Cambridge, UK. Altacor's marketing platform in the UK and in Ireland
commercialization of the Clinitas dry eye products is well
overall sales of the Clinitas products, which were launched between
2011, reached approximately £660,000 in 2011 and are growing rapidly.
mild to severe dry eye through a complete action on the three layers of the
film, with three OTC products (Clinitas Soothe®, Clinitas
Hydrate® and Clinitas
Ultra 3®) and two prescription products (Clinitas™ and Clinitas
Clinitas Soothe® and Clinitas™ feature the highest
hyaluronic acid (0.4%) available for external ophthalmic use in the
benefit from a preservative-free formulation.
The most advanced assets and the key drivers identified for the future
Altacor's revenues are ALT-005, a surgical antiseptic for ocular
SOLO, a device for the insertion of IOLs:
* ALT-005 is being developed by Altacor as a surgical pre-operative
antiseptic solution specifically for ophthalmic use. The potential
market for this product is correlated with the large number of ocular
surgeries performed worldwide. For instance, it is estimated that there
will be more than 16 million cataract surgeries globally in 2012(3) and
more than 1.8 million intravitreal injections were reported in the
United States for the 12-month period ending October 2011(4). A phase 3
study was recently initiated in the United States with ALT-005, with
the second phase 3 study being planned later this year. Altacor plans
to file an application for approval of ALT- 005 in selected EU
countries and in the United States, where ALT-005 is partnered with a
U.S. specialty company.
* SOLO is a device for the insertion of advanced materials IntraOcular
Lenses (IOLs) licensed exclusively by Altacor from Ophthalmopharma in
July 2011. Worldwide IOL sales were expected to reach $2.35 billion in
2011((3)). STAAR Surgical (STAAR), a U.S. company specializing in
lenses for ophthalmic surgery, was recently granted non-exclusive
worldwide rights for the commercialisation of SOLO. STAAR currently
expects to apply for a CE mark later this year in Europe. A U.S. filing
is also planned at a later stage.
Details of the investment and option agreements
Under the terms of the investment agreement entered into by NicOx,
the existing shareholders of Altacor, NicOx will invest £2 million
in cash in
exchange for new ordinary Altacor shares representing approximately
Altacor's outstanding shares (post transaction) and NicOx will have the
appoint a member to Altacor's Board of Directors.
In addition, the call option agreement grants NicOx an exclusive
acquire the remaining Altacor shares it does not own for an
consideration of £9 million that may be paid in NicOx shares, in cash
or in any
combination of cash and shares, at NicOx's discretion. NicOx may exercise
option on or before May 31, 2012. If the payment is wholly or partly in
NicOx will seek shareholder approval by July 31, 2012. If the required
hold the extraordinary shareholders' meeting is not reached, NicOx may
but is not obliged, to pay the entire initial consideration in cash.
NicOx exercise the option, the acquisition would be made on a cash-free
the completion date(5).
The call option agreement also provides for potential additional payments
achievement of defined milestones including the FDA submission and
an ALT-005 New Drug Application (NDA) and other pipeline events. These
could total up to £8.5 million and would be paid to Altacor's
NicOx warrants giving right to NicOx shares, in cash or in any
cash and warrants, at NicOx's discretion.
If the transaction is completed and subject to NicOx's Board of
shareholders meeting approval, Andy Richards, Altacor's Chairman,
appointed as an Observer to NicOx's Board of Directors.
(1) Based on the exchange rate as of March 20, 2012, for information
(2) The Ophthalmic Pharmaceutical Market Outlook to 2016, Business
Insight, September 2011.
(3) 2011 Comprehensive Report on the Global IOL Market, Market Scope, May
(4) IMS Health, Patient Medical Claims, November 2010 thru October 2011.
(5) (A) Following NicOx Shareholders' Meeting's approval of the
transaction if the acquisition is paid, in whole or in part, in shares
and/or warrants, or (B) 20 business days following NicOx's exercise of
the call option if the acquisition is paid in cash only.
NicOx (Bloomberg: COX:FP, Reuters: NCOX.PA) is a pharmaceutical company
on the research, development and future commercialization of drug
NicOx is applying its proprietary nitric oxide-donating R&D platform to
an internal portfolio of New Molecular Entities (NMEs) for the
treatment of inflammatory, cardio-metabolic and ophthalmological diseases.
The Company's pipeline includes several nitric oxide-donating NMEs, which
development internally and with partners, who include Merck (known
outside the United States and Canada), Bausch + Lomb and Ferrer.
NicOx S.A. is headquartered in France and is listed on Euronext
(Compartment C: Small Caps).
This press release contains certain forward-looking statements.
Company believes its expectations are based on reasonable assumptions,
forward-looking statements are subject to numerous risks and
which could cause actual results to differ materially from those
the forward-looking statements.
Risks factors which are likely to have a material effect on NicOx's
presented in the 4(th) chapter of the « Document de
référence, rapport financier
annuel et rapport de gestion 2011 » filed with the French
Autorité des Marchés
Financiers (AMF) on February 29, 2012 and available on NicOx's
(www.nicox.com) and on the AMF's website (www.amf-france.org).
Les Taissounières - Bât HB4 - 1681 route des Dolines - BP313 -
Antipolis Cedex - France
Tel: +33 (0)4 97 24 53 00 · Fax: +33 (0)4 97 24 53 99
NicOx enters into option agreement to acquire Altacor as the first ste:
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