Helix Biopharma to Sell Rivex Pharma Division for Up to $8.5 Million
Published: Dec 10, 2012
AURORA, ON--(Marketwire - December 10, 2012) - Helix BioPharma Corp. (TSX: HBP) (FRANKFURT: HBP), a biopharmaceutical company developing drug candidates for the prevention and treatment of cancer, today announced that it has entered into a definitive agreement for the sale of its Rivex Pharma division to Pharmascience Inc. ("Pharmascience") for gross cash proceeds of up to $8.5 million (the "Rivex Transaction"). The proceeds from the sale would provide a significant infusion of cash to Helix, which Helix will use to fund its ongoing research and development and other operating activities.
The Rivex Transaction has been unanimously approved by Helix's board of directors and is subject to the approval of Helix's shareholders and certain other customary closing conditions. The board of directors has called an annual and special meeting of shareholders to be held on January 24, 2013 at which Helix will seek shareholder approval of the Rivex Transaction. If approved by shareholders, Helix expects that the Rivex Transaction will close in late January 2013.
Helix's Chief Executive Officer, Robert Verhagen, said: "This transaction will enable Helix to focus our management and financial resources on our cancer therapeutics products, including our ongoing clinical trial with L-DOS47, a drug candidate for treatment of non-small cell lung cancer. At the same time, the Rivex division will have greater growth potential under a new owner who is better positioned than we are to invest in the drug distribution business and unlock its potential."
"The acquisition of Rivex will enable our brand division, Pendopharm, to increase its diversification and expansion strategy," added David Goodman, Chief Executive Officer of Pharmascience. "We are excited by the opportunity that Rivex's business presents to Pendopharm. We are pleased to welcome the Rivex team to our company, which will broaden and strengthen the development of our organization."
The negotiated sale followed a three-month solicitation process which resulted in multiple indicative offers. Compared with the other proposals received, the sale terms negotiated with Pharmascience represent the best alternative, in terms of purchase price, low execution risk, absence of a financing condition and greater assurance of meeting Helix's proposed transaction timeline.
Further information regarding the Rivex Transaction will be contained in a management proxy circular that Helix will prepare, file and mail to shareholders in early January, 2013. A copy of the definitive agreement will be filed under Helix's profile on SEDAR at www.sedar.com. The definitive agreement provides for the payment of the purchase price, subject to certain adjustments, and provides for the payment by Helix to Pharmascience of a termination fee if the Rivex Transaction is not completed for various reasons, including if Helix shareholders do not approve the Rivex Transaction.
About Helix BioPharma Corp.
Helix BioPharma Corp. is a biopharmaceutical company specializing in the field of cancer therapy. The company is actively developing innovative products for the prevention and treatment of cancer based on its proprietary technologies. Helix's product development initiatives include its novel L-DOS47 new drug candidate and its Topical Interferon Alpha-2b. Helix is currently listed on the TSX and FSE under the symbol "HBP".
About Pharmascience Inc.
Founded in 1983, Pharmascience is a Canadian-owned pharmaceutical company that is based in Montreal and has over 1,300 employees. Pharmascience specializes in the development and marketing of a wide range of innovative and high-quality generic drugs, available by prescription, over the counter and in hospitals. Ranked third among the largest Canadian pharmaceutical companies in terms of prescriptions, Pharmascience sells its products in over 60 countries, with sales in excess of $700 million. Pendopharm is the brand division of Pharmascience (www.pendopharm.com).
Forward-Looking Statements and Risks and Uncertainties
This news release contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws, including, but not limited to, those relating to the completion of the Rivex Transaction, including the satisfaction of the conditions to closing the Rivex Transaction, and the anticipated timelines for completing the Rivex Transaction. Forward-looking statements, which may be identified by words including, without limitation, "will", "may", "subject", "expects", and other similar expressions, are intended to provide information about management's current plans and expectations regarding the conduct of the clinical study.
Although Helix believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and undue reliance should not be placed on such statements. Risk factors that could cause actual results or events to differ materially from the forward-looking statements include, without limitation, (i) that the Rivex Transaction is not completed on the anticipated timelines or at all; (ii) that the conditions precedent set forth in the Purchase Agreement, including the condition that Helix's shareholders approve the Rivex Transaction at the Meeting, are not satisfied by either or both of Helix or Pharmascience, or waived, within the timelines required by the Purchase Agreement; (iii) changes in market, economic, industry or regulatory conditions; and (iv) those risks and uncertainties affecting the company as more fully described in Helix's most recent Annual Report, including under the headings "Forward-Looking Statements" and "Risk Factors", filed with the Canadian Securities Administrators under Helix's profile on SEDAR at www.sedar.com (together, the "Helix Risk Factors"). Certain material factors or assumptions are applied in making the forward-looking statements, including, without limitation, that the Helix Risk Factors will not cause Helix's actual results or events to differ materially from the forward-looking statements.
Forward-looking statements and information are based on the beliefs, assumptions and expectations of Helix's management on the date of this news release, and Helix does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or expectations, or other circumstances change, except as required by law.
Helix BioPharma Corp.
Tel: 905 841-2300