ADI: Proposed Acquisition Of Tiziana Pharma Limited
3/31/2014 9:11:28 AM
March 31, 2014 -- Alexander David Investments plc (AIM: ADI), announces that a circular, comprising an admission document (“Admission Document”) and a notice of general meeting, has been posted to shareholders. Defined terms in this announcement have the same meaning as those in the Admission Document.
A copy of the circular may be downloaded from the Company’s website at www.ad-investments.com.
Following publication of the Admission Document, the temporary suspension to trading in the Company’s shares will be lifted with effect from 7:30 a.m. today and trading in the Company’s shares will resume at 8:00 a.m.
The Company is pleased to announce that it has conditionally agreed terms in respect of the proposed acquisition of the entire issued share capital of Tiziana Pharma, which is a development stage biotechnology company. The consideration of £7.50 million is to be satisfied by the issue of New Ordinary Shares at a price of £0.12 per share, which values the Existing Share Capital at £0.24 million, representing a 53 per cent. discount to the Company’s share price on 19 December 2013, the date on which trading was temporarily suspended. The Company has raised £2.00 million (before expenses) by means of the Placing which will be used to develop the intellectual property rights in Tiziana Pharma and for general working capital purposes.
The Acquisition, if completed, is of sufficient size to constitute a reverse takeover under the AIM Rules and therefore is subject to the approval of shareholders at a General Meeting.
- Tiziana Pharma was formed in November 2013 as a vehicle to acquire and exploit certain intellectual property in biotechnology.
- Tiziana Pharma’s mission is to discover and develop novel molecules that impact human disease in the area of oncology, with a particular focus on metastatic cancers.
- The first of Tiziana Pharma’s programmes seeks to develop a drug for application in the therapeutic area of metastatic breast cancer.
- The intellectual property was developed by Dr Andrea Brancale (senior research academic), Dr Richard Clarkson (senior research academic) and Dr Andrew Westwell (reader in Medicinal Chemistry), all of whom are from Cardiff University.
- The intellectual property focuses on targeting the product of the B-cell Lymphoma 3 gene (Bcl-3), the inhibition of which affects a cancer cell’s ability to migrate.
Gabriele Cerrone, Executive Chairman of Tiziana Pharma, said: “The spread of tumors around the body, termed metastasis, accounts for approximately 90 per cent. of all cancer-related deaths. The board of Tiziana Pharma believe that there is an unmet need in the breast cancer field for increased efficacy over existing therapies, and that there is therefore a ready market for a novel treatment that is able to improve survival in patients diagnosed with cancer who might progress to metastatic disease. Tiziana Pharma’s research team is attributed with the discovery that Bcl-3 has a prominent role in the metastasis of mammary cancers. Furthermore, Tiziana Pharma’s lead compound has shown significant anti-metastatic activity in preclinical trials designed to demonstrate the inhibition of disease progression and further spread of metastatic lesions. Aided by the enlarged group’s strengthened balance sheet and access to public markets via an AIM listing, we look forward to building on our success to date by progressing this promising candidate into phase I clinical trials, and creating shareholder value growth in the medium and longer term.”
Alexander David Investments Plc
+44 20 7930 8222
Cairn Financial Advisers LLP
Liam Murray / Avi Robinson
+44 20 7148 7900
Beaufort Securities Limited
+44 20 7930 8222
FTI Consulting Limited
John Dineen / Julia Phillips
+44 207 831 3113
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