DJ EQS-Adhoc: IGEA and Blue Sky Natural Resources to combine businesses
EQS Group-Ad-hoc: IGEA Pharma N.V. / Key word(s): Miscellaneous
IGEA and Blue Sky Natural Resources to combine businesses
08-Aug-2020 / 13:30 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.
*FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU
MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS
COMMUNICATION IS PROHIBITED. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.*
*IGEA and Blue Sky Natural Resources to combine businesses*
Hoofddorp, the Netherlands, 8 August 2020. IGEA Pharma N.V. (SIX: IGPH)
today announced the signing of a letter of intent, binding upon the parties
in terms, with Blue Sky Natural Resources LTD ("*BSNR*"), a privately held
company specialized in transforming vegetable matrices into innovative and
high tech value products for the health, nutraceutical and cosmeceutical
industry, to combine the two companies' businesses, subject to the approval
by both companies' respective general meetings and certain other closing
conditions as detailed below. The transaction is structured through a
contribution in-kind by the BSNR shareholders of at least 75% of the BSNR
shares into IGEA by subscribing newly issued shares in a dedicated share
capital increase of IGEA. The combination will create an EU headquartered
and SIX-listed company with an innovative early-stage commercial and a
strong development pipeline focusing on health prevention and nutraceutical
solutions including hemp, ikuvia and other vegetable matrices extracts from
CO2 supercritical technology.
Following the Closing, the combined company's headquarter will be in the
Netherlands, with development, production and commercialization entities in
Italy, Switzerland and in the United States. Key elements of the combined
company's strategy include: continue to gain and establish acceptance and
market position for health prevention and nutraceutical products and
services, leverage commercial capabilities and partnerships and capitalize
on the financial leverage and operational synergies to improve return on
capital and achieve future profitability.
"_We are implementing a 'Blue Economy 4.0' center of excellence in the
southern part of Switzerland, also getting the support of the local economic
promotion agencies. This combination will allow us to leverage IGEA's
existing public company infrastructure, involving more stakeholders in the
project and helping to increase value creation_" said Maurizio Scuotto, CEO
and member of the board of BNSR.
Vincenzo Moccia, CEO of IGEA "_The combination of IGEA and BSNR will
substantially contribute to strengthen our management team and financial
position and adds complementary assets to our product portfolio and to our
product development and commercialization capacity_".
"_With the combination, we will integrate and enhance the scientific
know-how and experience existing within the two companies and increase our
capacity to develop and commercialize new solutions that can contribute to
improve human health. This goal can be achievable in maintaining relevant
R&D investments and in keeping up to date our technology standards_" said
Paolo Polidoro, member of the board of BSNR.
Subject to receipt of shareholder approvals and satisfaction of the other
closing conditions, the transaction is expected to close by end of 2020.
Details of the transaction
_Form and post-closing ownership allocation_
Under the agreed terms of the letter of intent, the BSNR shareholders will
contribute in-kind their BSNR shares into IGEA by subscribing newly issued
shares in a dedicated share capital increase of IGEA. The number of newly
issued IGEA shares to be offered and subscribed for by the BSNR shareholders
against contribution in-kind of their BSNR shares at the closing of the
transaction (the "*Closing*") will be determined based on an independent
valuation of BSNR.
*General meeting approval*
As soon as reasonably practicable following and subject to availability of
all required information, including financial statements and independent
BSNR's valuation, the parties will seek for approval by their respective
general meetings. IGEA expects to schedule an extraordinary general meeting
in November 2020.
*Conditions to Closing*
The Closing is subject to (i) the satisfaction of certain customary
conditions for a transaction of this type, including the absence of any
material adverse event for either parties, (ii) the appropriate approval by
the companies' respective general meetings, and (iii) the newly issued
shares of IGEA in connection with the transaction having been approved for
listing on SIX.
***
*About IGEA*
IGEA Pharma N.V. focuses on health-tech and med-tech products and devices.
Health-tech products are exclusively preventative. IGEA commercializes an
Alzheimer's prevention set (which includes 'Alz1', an at-home lab test kit
to measure non-bound copper in the blood and a natural dietary supplement
branded 'Alz1 Tab' designed to reduce blood heavy metals content), and
intends to launch a diabetes type II prevention set in 2020.
Non-ceruloplasmin bound copper is an expected Alzheimer's and diabetes type
II associated biomarker. Controlling non-bound copper can contribute to
reduce the risk of Alzheimer's and diabetes type II. Since 2020, IGEA
furthermore commercializes a COVID-19 rapid test for the detection of IgM
and IgG SARC-CoV-2 related antibodies. Med-tech products focuses on selected
solutions and specialities. IGEA commercializes dry aerosol generators for
air and inanimate environmental surfaces sanitization and air sterilization
and purification devices and expects to start commercializing medical bags
and other polymeric based specialty devices for medical use during 2020.
IGEA is listed on the SIX Swiss Exchange (ticker IGPH) and is headquartered
in Hoofddorp, the Netherlands. Find out more at www.igeapharma.nl
*About BSNR*
Blue Sky Natural Resources LTD is a privately held limited liability company
incorporated under UK law specialized in transforming vegetable matrices
into innovative and high-tech value products aimed at serving the health,
nutraceutical and cosmeceutical industry.
*IGEA Contacts*
Vincenzo Moccia, CEO, +39 340 583 09 33, moccia@igeapharma.com
Patrick Pozzorini, CFO, +41 79 314 41 43, pozzorini@igeapharma.com
*BSNR Contacts*
Maurizio Scuotto, CEO, +41 91 966 49 30, maurizio.scuotto@blueskynr.co.uk
*Disclaimer*
This document does neither constitute an offer to buy or to subscribe for
securities of IGEA Pharma N.V. nor a prospectus within the meaning of
applicable Swiss laws and regulations or the SIX Swiss Exchange Listing
Rules. Investors should make their decision to buy or exercise subscription
rights or to buy or to subscribe to shares of IGEA Pharma N.V. solely based
on the official prospectus (the "Prospectus") to be published by IGEA Pharma
N.V. in due course. Investors are furthermore advised to consult their bank
or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g.
statements including terms like "believe", assume", "expect", "forecast",
"project", "may", "could", "might", "will" or similar expressions. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may result in a substantial divergence
between the actual results, financial situation, development, or performance
of the company and those explicitly or implicitly presumed in these
statements. Against the background of these uncertainties, readers should
not rely on forward-looking statements. IGEA Pharma N.V. assumes no
responsibility to update forward looking statements or to adapt them to
future events or developments.
The information contained herein shall not constitute an offer to sell or
the solicitation of an offer to buy, in any jurisdiction in which such offer
or solicitation would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or
into the United States (including its territories and dependencies, any
state of the United States and the District of Columbia), Canada, Japan,
Australia or any jurisdiction into which the same would be unlawful. This
announcement does not constitute or form a part of any offer or solicitation
to purchase, subscribe for or otherwise acquire securities in the United
States, Canada, Japan, Australia or any jurisdiction in which such an offer
or solicitation is unlawful. IGEA Pharma N.V.'s shares have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.
Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered
and sold only outside the United States in accordance with Regulation S
under the Securities Act. There will be no public offer of these securities
in the United States.
The information contained herein does not constitute an offer of securities
to the public in the United Kingdom. No prospectus offering securities to
the public will be published in the United Kingdom. This document is only
being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) to investment professionals falling within article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant
persons"). The securities are only available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such securities
will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its
contents.
This document does not constitute an offer of securities to the public of
the securities referred to herein in any member state of the European
Economic Area (the "EEA"). Any offer of securities referred to in this
document to persons in the EEA will be made pursuant to an exemption under
Regulation (EU) 2017/1129 (the "Prospectus Regulation") as implemented in
member states of the EEA, from the requirement to produce a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of
securities to the public that may be deemed to be made pursuant to this
communication in any EEA member state that has implemented the Prospectus
Regulation is only addressed to qualified investors in that member state
within the meaning of the Prospectus Regulation and such other persons as
this document may be addressed on legal grounds. For the purposes of this
paragraph, the expression an "offer to the public" in relation to any
securities in any member state means the communication in any form and by
any means of sufficient information on the terms of the offer and any
securities to be offered so as to enable an investor to decide to purchase
or subscribe for any securities.
Additional features:
File: 2020080 igea nv_press release [1]
End of ad hoc announcement
Language: English
Company: IGEA Pharma N.V.
Siriusdreef 17
2123 WT Hoofddorp
Netherlands
Phone: +31 23 568 9494
E-mail: info@igearesearch.com
Internet: www.igeapharma.nl
ISIN: NL0012768675
Listed: SIX Swiss Exchange
EQS News ID: 1113667
End of Announcement EQS Group News Service
1113667 08-Aug-2020 CET/CEST
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(END) Dow Jones Newswires
August 08, 2020 07:30 ET (11:30 GMT)
